PART I
Cautionary Statement regarding
Forward-Looking Statements
This Annual Report on Form 10-K
of Data Call Technologies, Inc. (hereinafter the "Company", the
"Registrant", we, us, or "Data Call") includes
forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Registrant has based these forward-looking statements on its current expectations and
projections about future events. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about the Registrant that may cause its
actual results, levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will,"
"should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate,"
"continue," or the negative of such terms or other similar expressions. Factors
that might cause or contribute to such a discrepancy include, but are not limited to,
those described in this Annual Report on Form 10-K and in the Registrant's other
Securities and Exchange Commission filings. Should one or more of these risks or
uncertainties materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in the forward-looking
statements. For a more detailed discussion of the foregoing risks and uncertainties, see
"Risk Factors".
ITEM
1. DESCRIPTION OF BUSINESS.
Table of Contents
Data Call Technologies, Inc. was incorporated under the laws
of the State of Nevada as Data Call Wireless, Inc. on April 4, 2002, and is
sometimes referred to herein as "we", "us", "our", "Data Call" or the "Company."
On March 1, 2006, we changed our name to Data Call Technologies, Inc. Since our
inception, we have been engaged in the business of offering real-time
information/content via digital signage and kiosk networks to our clients, who
we consider to be our partners rather than simply as customers.
Our mission is to integrate cutting-edge information/content
delivery solutions currently deployed by the media and make this content rapidly
available to and within the control of our retail and commercial
clients/customers. The Company's services put its clients in control of
real-time news and other dynamic content, displayed within one or more
locations, as well as to thousands of local, regional and national clients,
through Digital Signage and Kiosk networks.
Our business plan is to focus on growing our client base by
continually offering real-time information/content via Digital Signage and Kiosk
networks, seeking to improve the delivery, security and variety of
information/content services to the Digital Signage and Kiosk community.
Overview - What Is Digital Signage?
LED and LCD displays are continually replacing printed
marketing materials such as signs and placards, as well as the old-fashioned
whiteboard, for product and corporate branding, marketing and assisted selling.
The appeal of instantly updating product videos and promotional messages on one
or a thousand remotely located displays is driving the adoption of this exciting
marketing tool. Digital Signage presentations are typically comprised of
repeating loops of information used to brand, market or sell the owner's
products and services. But once viewed, this information becomes repetitive and
the viewer tunes it out, resulting in low retention of the client's message. As
digital signage "comes of age," the dynamic characteristics of the digital
signage presentations has taken center-stage requiring fresh, relevant and
updated dynamic content.
Digital Signage Comes of Age
We believe that the Digital Signage industry is "coming of
age" and that Data Call through multiple industry relationships has been engaged
in the business for more than a decade. Our company has virtually been there
from the start and is in in a prime position to enjoy and benefit from our
industry's growth. A few short years ago, a business wanting to derive
commercial benefit from use of digital signage was often confronted with a
myriad of hardware and software companies, all offering their own version of
what digital signage should be. Typical customers for digital signage were
most-often offered the hardware for digital signage but without the full package
of content with which to build and tailor their systems for their target
customer base.
Those early digital signage customers often had to deal with
the fact that their digital signage hardware vendors lacked the know-how to
provide them with the "do's and don'ts" of content development. However, from
our inception, Data Call recognized that our competitors and their typical
customers lacked a key component which includes the offering of a comprehensive
content package.
Recently, as the cost of platforms supporting infrastructure
and digital displays have fallen significantly, digital signage has become more
accessible to a wider range of potential users while the growing Kiosk market
has cross-pollinated with Digital Signage. Companies in our industry have come
to understand, as we have understood almost since our inception in 2002, that
the initial, one-time, up-front cost of Data Call's integrated,
content-flexible, hardware and software package is far more customer friendly
and, as a result, far surpasses outweighs the up-front savings by not doing so.
The benefit that Data Call provides to our customers, in the form of ongoing
content development, is expected to continue to provide our customers with
desirable user friendly services.
As the cost of deployment has decreased, Data Call has
continued to focus, as well as other providers have only begun focusing, on
offering "attention-grabbing content" as a means of drawing target customers'
attention to the core message of clients, thereby keeping their target customers
engaged throughout Digital Signage and Kiosk presentations.
The Need for Speed - Active Content
Active and dynamic content is the integral part of digital
signage presentations that must be constantly updated with timely and relevant
information in order to attract and retain target customers to the product and
service offered by clients. For instance, a typical presentation may contain ten
15-second loops that provide the primary message of the presentation, but the
active dynamic content, such as that provided by Data Call, is updated with new
information throughout the day. Those seeking to add active and dynamic content
to their digital signage presentations are advised to employ Data Call's
integrated content rather than attempting to "cut and paste" broadcast content
of others into their digital signage presentation.
Our clients, by integrating Data Call's active content as a
meaningful component of their digital signage presentations, can provide the
entertainment and information content necessary to enhance the target customer's
information retention without disrupting the core message of the presentation.
Information categories provided by Data Call include news, weather, sports,
financial data and the latest traffic alerts, among others. With such a broad
range of offerings, our clients have access to the active and dynamic content
they need, regardless of the target customers and market they are addressing.
Our Business Opportunities
Our many opportunities for client development in the digital
signage industry are growing virtually exponentially. While many companies in
our industry have traditionally outsourced all or part of their content
creation, Data Call serves as a provider of dynamic active content to clients on
a tailored basis. Whether a client desires general entertainment information for
customers, such as news, sports, stock market quotes, etc. or location-specific
content, such as local weather, traffic, product sales and specials, etc., our
research has validated our long-held assumption that dynamic content draws and
retains our clients' target viewers to their digital signage and keeps them
engaged throughout the presentation.
Since our inception, management has developed strong
relationships working with the leaders in digital signage. Collaborative efforts
successfully created the data formats and means of communication to facilitate
the delivery of our dynamic content more easily and efficiently by our clients
for integration into their hardware and software products, setting industry
standards.
Partners, Not Customers
Data Call's approach to our clients is to build long-lasting
partnerships by creating client relationships that we believe are unique in the
digital signage industry. We do this because we understand that each client has
its own content requirement. In developing dynamic content for individual
digital signage clients, we have identified three content-related factors: (i)
reliability; (ii) objectivity; and (iii) ease of implementation. To address the
reliability requirement, we have elected to enter into license arrangements with
the leading providers of news, weather, sports and financial information, among
other client-desired content rather than either: (i) downloading and repackaging
content sourced from the Internet (which may be illegal); or (ii) pulling RSS
feeds (which may come and go at the provider's whim). Licensing data from these
premier providers has also served us by satisfying the second criteria,
objectivity. Because it is commonly recognized that Internet content may often
be unreliable, unverifiable and biased, we have determined that we could not
simply use unfiltered Internet content for delivery to our clients. To achieve
ease of implementation, our licensing of data facilitates the ease of delivery
to and implementation and use by our client/partners. Data Call has understood
that it's Digital Signage and Kiosk clients needed more complete service than to
endeavor the sourcing of active content from multiple vendors. As a result, our
flexible content packages permit our clients to do "one stop shopping" for all
of their dynamic content requirements by a single sublicense from us. Ease of
implementation also would require that the multiple formats of all Data Call's
data providers be distilled into a single, usable format.
We enable our clients to receive customized dynamic content
which may be displayed in a multitude of ways (banners, tickers, scrolls or
artistically integrated with the overall presentations). We have created and
produced multiple sets of common data layouts in the industry-standard XML
(extensible markup language) format inclusive of MRSS. With the advent of HTML5,
even more delivery methods have been made available to our clients, many of whom
have found these new formats to be easily integrated into their products.
Nevertheless, we have also produced customized data formats to the exact and
specific requirements of our clients/partners, which, we believe ensures a
higher level of reliability and ease of integration.
Market demand, opportunity and technology converge at a
single point in time, and Data Call is there. Our integrity continues to build
our business. Digital signage platforms are evolving to meet mass market
requirements, costs for hardware and software are falling to the point of
becoming commodities and the markets for digital signage are clarifying through
historical trial and error.
Business Operations
In August of 2013, we announced the release of our Direct
Lynk Media (DLMedia) product. The DLMedia product encapsulates the Direct Lynk
Messenger product with major enhancements and options that allow the client to
select and include in their feed images relative to the news feeds. Also in the
release, both Weather and Traffic image products have been enhanced
considerably. Other additions included within the release bring more value to
the company's clients and create more interest from new and existing clients.
The current types of data and information, for which a client
is able to subscribe to through the Direct Lynk System include:
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Headline News top world and
national news headlines;
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Business News top business
headlines;
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Financial Highlights world-based
financial indicators;
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Entertainment News top
entertainment headlines;
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Health/Science News top
science/health headlines;
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Quirky News Bits latest off-beat
news headlines;
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Sports Headlines top sports
headlines;
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Latest Sports Lines - latest sports
odds for NFL, NBA, NHL, NCAA Football and NCAA Basketball;
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National Football League latest
game schedule, and in-game updates;
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National Basketball Association -
latest game schedule, and in-game updates;
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Major League Baseball - latest game
schedule, and in-game updates;
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National Hockey League - latest
game schedule, and in-game updates;
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NCAA Football - latest game
schedule, and in-game updates;
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NCAA Men's Basketball - latest game
schedule, and in-game updates;
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Professional Golf Association top
10 leaders continuously updated throughout the four-day tournament;
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NASCAR top 10 race positions
updated every 20 laps throughout the race;
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Major league soccer;
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Traffic Mapping;
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Animated Doppler Radar and Forest
Maps;
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Listings of the day's horoscopes;
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Listings of the birthdays of famous
persons born on each day;
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Trivia;
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Listings of historical events which
occurred on each day in history; and
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Localized Traffic and Weather
Forecasts.
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We currently offer our Direct Lynk Messenger and DLMedia
services to our clients and other potential customers through the Internet. Both
DLM Services are Digital Signage products and real-time information services
which provides a wide range of up-to-date information for display. Both DLM
services are able to work concurrently with customers' existing digital signage
systems. The Direct Lynk Messenger product is slowly becoming a legacy product
with the DLMedia product in the forefront.
The Digital Signage and Kiosk industry is still a relatively
new and since our inception in 2002 we have come to understand that it provides
an exciting method for advertisers, including our clients, to promote, inform,
educate, and entertain their customers regarding their business products and
services. Through Digital Signage, businesses can use a single display or a
complex, networked series of flat screen LED, LCD and even combined as video
walls as display devices to market their products and services directly at their
facilities and elsewhere to their customers and patrons in real time.
Additionally, because Digital Signage advertising takes place in real time,
businesses can change their marketing efforts literally from moment to moment
and over the course of a day or such other period as they may determine.
We believe that the ability of our clients to display in
real-time the information and content we deliver better allows our clients
companies to tailor their products, services and advertising to individual and
target-group customers, thereby advertising and offering, for example, inventory
and sales discounts that may be designed to appeal to those individual customers
and target customer groups, increasing sales and revenues. We believe that the
benefits of on-site, real-time Digital Signage displays compared to regular
print or video advertising are substantial and include, among other advantages,
being able to immediately change digitally-displayed images/advertisements
depending on our client's customers own situation, not simply being restricted
by in-store print circulars produced days, weeks or even months in advance,
which may become stale or obsolete prior to or shortly after publication and
dissemination.
We specialize in allowing clients to create their own Digital
Signage dynamic content feeds which are delivered online directly to their
chosen, electronic digital display devices at their various facilities. The only
requirements our clients must have are: (i) a supported, third-party Digital
Signage and/or Kiosk equipment solution, or similar device, which receives the
data from our servers online; and (ii) an Internet connection. Our Direct Lynk
System is supported by various, readily available third-party systems, varying
in costs from inexpensive monthly cloud-based licenses to much more extensive
and expensive content management/playback systems. Our Direct Lynk Systems allow
customers to select from the pre-determined data and information subscriptions
of those described above. We enable our clients to also select location specific
content they wish to receive based on how and where their Digital Signage
network is configured.
During the first quarter of fiscal 2014, we released our
"Playlist-Ready" content products, enhancing our ability to further accommodate
our current clients and appease new prospects. One product within the "Above the
Fold" line has received a high level of acceptance at the industry trade shows,
most recently at the Digital Signage Expo held in Las Vegas in March 2015.
In the end of 2015, we made available to our clients an
online video creation tool. This tool is simple to use no matter what the level
of computer skills a user may have. This online product requires no special
artistic training. It is also ideal for re-purposing content originally created
by a creative agency: customizing such content for local marketing, franchisee
or dealer ID, web, digital signage, or agile marketing. It can create thousands
of customized versions of a master piece of creative automatically. It has full
brand compliance features built-in and satisfies professional artist specs. The
system provides the client with the tools needed to create HD videos and video
advertising in minutes. There are two available online options "Do It Myself"
for extreme flexibility and control as the client creates HD videos and
advertising from online templates, or a "Do It For Me" automated solution that
lets the system do the work for the client. The client just needs to provide
their business name and zip code. All of our products and services can be viewed
on our website: datacalltech.com.
Dependence On A Few Major Customers
At December 31, 2016, we had over 1,000 customer/subscribers
for our Direct Lynk System, which customers are relatively small, paying
cumulatively an average monthly fee to Data Call of $10,000. We also have
several larger new potential partner/clients that are testing our Digital Link
Media products, and we expect that some or all of them may be expected to become
significant clients in the near future. During the year ended December 31, 2016,
we were dependent upon two major customers, who accounted for approximately 77%
of our revenues. During the year ended December 31, 2015, we were dependent upon
two major customers, who accounted for approximately 79% of our revenues.
Notwithstanding the forgoing, based upon recent
communications with several potential clients who are volume users and/or
wholesale distributors of digital signage content and content management
systems, we believe that during 2017, several new clients will contribute
significant revenue which should materially reduce our reliance on our three
major customers to less than 50%. As a result, we believe that that we should
become far less reliant on a few business clients for our source of revenue.
However, there can be no assurance that our belief will prove to be justified
or, if justified, that such trend will continue for any future period, if at
all.
Employees
At December 31, 2016, we had 4 full-time employees, including
our two executive officers. Depending upon our level of our growth, if any, we
expect that we may or will be required to hire additional personnel in the areas
of sales and marketing, software design, research and development and otherwise,
during 2016 and continuing into 2017. However, we will be dependent upon revenue
growth and profitability, of which there can be no assurance, to fund any
increase in staff. None of our employees are covered by a selective bargaining
agreement
Estimate Of The Amount Spent On Research And
Development Activities
Since our inception in April 2002, the majority of our
expenditures have been on research and development to create our Direct Lynk
Messenger Systems, including software and hardware development and testing
costs. The amount spent on this research and development from inception through
December 31, 2016 is approximately $2,000,000.
ITEM 1A. RISK FACTORS.
Table of Contents
Investing in our common stock, while providing investors with
an equity ownership interest, involves a high degree of risk, including the
potential loss of all or a significant portion of their investment. Shareholders
will be subject to risks inherent in our business relative to, among other
things, general economic and industry conditions, market conditions and
competition. The value of the investment may increase or decrease and could
result in a loss, the size and extent of which cannot be predicted. An investor
should carefully consider the following factors as well as other information
contained in this annual report on Form 10-K for our year-ended December 31,
2016.
This annual report on Form 10-K also contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in the forward-looking statements as a result
of many factors, including the risk factors described below and the other
factors described elsewhere in this Form 10-K.
Since our inception, we have had a history of generating
operating losses. However, in the past two calendar years, we have reversed that
trend and have been able to generate positive cash flow from operations. As a
result, our auditors have removed the going concern from their opinion. We
anticipate being profitable in the near future. We currently expect to
significantly increase our revenues by increasing our client base and/or
generating additional revenue streams by offering new and enhanced products and
services. However, there can be no assurance that our plan will be successful,
either in whole or in part. If we fail to grow our revenues, our ability to
achieve and fulfill our business plan may be delayed, which could adversely
impact our results of operations.
Unforeseen events.
There can be no assurance that unforeseen events, such as:
(i) the length of time necessary to generate increasing market acceptance of our
Direct Lynk Systems; (ii) any unexpected material increased development costs;
(iii), the general economy in the markets where we offer our Direct Lynk
Systems.
We have competition.
There are many different sectors in the Digital Signage
industry, including but not limited to (i) content Management providers, (ii)
content Creation services, (III) hardware manufacturers, (iv) network management
providers and (v) installation service providers. These sectors are extremely
vas and well capitalized. We are in the content sector within a more specific
niche of providing subscriptions of dynamic content. We provide subscription
service of a wide variety of dynamic infotainment to the industry. As the leader
in our subsector of the industry, other companies have attempted to duplicate us
and we expect competition to increase in the future. To be competitive, we must
continue to invest significant resources in research and development, sales and
marketing and customer support. Few have sufficient resources to make these
investments or are unable to make the technological advances necessary to
continue to remain the leader, our competitive position may suffer. Increased
competition could result in price reductions, fewer customer orders, reduced
margins and loss of market share. Our failure to compete successfully against
current or future competitors could adversely affect our fussiness and financial
condition.
We rely on key management personnel.
We are highly dependent upon the services and efforts of key
persons, as follows: Tim Vance, our founder and full-time CEO and Chief
Operating Officer. Our ability to operate and implement our business plan is
heavily dependent upon the continued services of Mr. Vance to grow as
anticipated, our ability to attract, retain and motivate qualified, newly-hired,
full and part-time personnel. The loss of Mr. Vance, in particular, and our
inability, in the future to hire and retain qualified sales and marketing,
software engineers and additional management personnel, as needed, could have a
material adverse effect on our business and operations. We do not have "key man"
life insurance on Mr. Vance.
We are highly dependent upon our ability to successfully
market Direct Lynk System to subscribers.
We are dependent on the abilities of our sales and marketing
activities to generate new clients for subscriptions to our Direct Lynk Systems
and to broaden our customer base. While the number of paying subscribers for our
Direct Lynk System increased during December 31, 2016 compared to December 31,
2015, there can be no assurance that our sales and marketing efforts will be
able to market acceptance for our Direct Lynk System and increase our customer
base to a level that will permit continued profitable operations. If our sales
and marketing cannot continue to achieve market acceptance for our Direct Lynk
Systems, and increase our customer base to a level that will permit profitable
operations. If our sales and marketing efforts are unable to continue to
generate new customers, we may not be able to generate sufficient revenues to
continue with planned research and development on new products and improve our
current products.
Difficult and volatile conditions in the capital, credit
and commodities markets and general economic uncertainty have prompted companies
to cut capital spending worldwide and could continue to materially adversely
affect our business.
Disruptions in the economy and constraints in the capital
markets have caused companies to reduce or delay capital investment. Some of our
prospective customers may cancel or delay spending on the development or
roll-out of technology projects with us due to continuing economic uncertainty.
Our financial position, results of operations and cash flow could continue to be
materially adversely affected by continuing difficult economic conditions and
significant volatility in the capital. The continuing impact that these factors
might have on us and our business is uncertain and cannot be predicted at this
time. Such economic conditions have accentuated each of the risks we face and
magnified their potential effect on us and our business. The difficult
conditions in these markets and the overall economy affect our business in a
number of ways. For example:
Market
volatility has exerted downward pressure on our stock price, which may make it
more difficult for us to raise additional capital in the future. Economic
conditions could continue to result in our customers experiencing financial
difficulties or electing to limit spending because of the declining economy,
which may result in decreased revenue for us.
Difficult economic conditions have adversely affected certain industries in
particular, including the automotive and restaurant industries, in which we have
major customers. We could also experience lower than anticipated order levels
from current customers, cancellations of existing but unfulfilled orders, and
extended payment terms. Economic conditions could materially impact us through
insolvency of our suppliers or current customers.
Economic conditions combined with the weakness in the credit markets could
continue to lead to increased price competition for our products, and higher
overhead costs as a percentage of revenue.
If the markets in which we participate experience further
economic downturns or slow recovery, this could continue to negatively impact
our revenue generation, margins and operating expenses, and consequently have a
material adverse effect on our business, financial condition and results of
operations. If customer demand were to decline further, we might be unable to
adjust expense levels rapidly enough in response to falling demand or without
changing the way in which we operate. If revenue were to decrease further and we
were unable to adequately reduce expense levels, we might incur significant
losses that could adversely affect our overall financial performance and the
market price of our common stock.
Potential future government regulation of the Internet may
adversely affect our business.
We are dependent upon the Internet in connection with our
business operations and the delivery of content for our Direct Lynk Systems. The
United States Federal Communications Commission (the "FCC") does not currently
regulate companies that provide services over the Internet, as it does common
carriers or tele-communications service providers. Notwithstanding the current
state of the FCC's rules and regulations, the potential jurisdiction of the FCC
over the Internet is broad and if the FCC should determine in the future to
regulate the Internet, our operations, as well as those of other Internet
service providers, could be adversely. Compliance with future government
regulation of the Internet could result in increased costs and because of our
limited resources; it would have a material adverse effect on our business
operations and operating results and financial condition.
We are dependent on the security of the Internet to serve
our customers; any security breaches or other Internet difficulties could
adversely affect our business.
We offer the majority of our services through, the secure
transmission of confidential information over public networks are a critical
element of our operations. A party who is able to circumvent security measures
(hacker) could misappropriate proprietary information or cause interruptions in
our operations. If we are unable to prevent unauthorized access to our users'
information and transactions, our customer relationships could be irreparably
harmed. Although we currently have in place security measures that we feel are
adequate to protect our business and those of our customers, these measures may
not prevent future security breaches. Nature's events placed on our systems
could cause our systems to fail or cause our systems to operate at speeds
unacceptable to our users, in which event we could lose customers and experience
a material impact on our financial condition.
We must rely on other companies to maintain the Internet
infrastructure if we hope to be successful.
Our future success depends, in large part, on other companies
maintaining the Internet system infrastructure, including maintaining a reliable
network backbone that provides adequate speed, data capacity and security. If
the Internet continues to experience anticipated significant growth in the
number of users, frequency of use and amount of data transmitted, as well as the
number of malicious viruses and worms introduced onto the Internet by hackers
and others, the infrastructure of the Internet may be unable to support the
demands placed on it at any particular time or from time-to-time. Because we
rely heavily on the Internet and our limited capital, any disruption of the
Internet could adversely affect us to a greater degree than our competitors and
other users of the Internet.
Our website and systems are hosted by a third party and we
are vulnerable to disruptions or other events that are beyond our control.
Our website and systems are hosted by a third party. We are
dependent on our systems' ability to distribute information over the Internet to
customers. If our systems fail, it would harm our reputation, resulting in a
loss of current and potential future customers and could cause us to breach
existing agreements. Our success depends, in part, on the performance,
reliability and availability of our services, which in turn are dependent on our
third-party provider. Our systems and operations could be damaged or interrupted
by fire, flood, power loss, telecommunications failure, Internet breakdown,
break-in, earthquake and similar events. We would face significant damage as a
result of these events. As a result, we may be unable to develop or successfully
manage the infrastructure necessary to meet current or future demands for
reliability and scalability of our systems, which would have a negative impact
on our business and financial conditions.
Our Direct Lynk Systems use sophisticated software which
could be found to contain bugs or could be compromised by viruses. While we have
not experienced any material bugs and viruses to date, if such event could
occur, it could be costly for us to identify and repair, and until such bugs or
viruses, if any, are fixed, they could cause interruptions in our service, which
could cause our reputation to decline and/or cause us to lose clients.
Risk Factors Related to Our Common Stock
We are subject to financial reporting and other
requirements for which our accounting, other management systems and resources
may not be adequately prepared.
As a public company, we incur significant legal, accounting
and other expenses, including costs associated with reporting requirements and
corporate governance requirements, including requirements under the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010, the Sarbanes-Oxley Act
of 2002, and rules implemented by the SEC.
If we identify significant deficiencies or material
weaknesses in our internal control over financial reporting that we cannot
remediate in a timely manner, investors and others may lose confidence in the
reliability of our financial statements, and the trading price of our common
stock and ability to obtain any necessary equity or debt financing could suffer.
In addition, if our independent registered public accounting firm is unable to
rely on our internal control over financial reporting in connection with its
audit of our financial statements, and if it is unable to devise alternative
procedures in order to satisfy itself as to the material accuracy of our
financial statements and related disclosures, it is possible that we would be
unable to file our annual report with the SEC, which could also adversely affect
the trading price of our common stock and our ability to secure any necessary
additional financing.
In addition, the foregoing regulatory requirements could make
it difficult or costly for us to obtain certain types of insurance, including
directors' and officers' liability insurance, and we may be forced to accept
reduced policy limits and coverage or incur substantially higher costs to obtain
the same or similar coverage. The impact of these events could also make it more
difficult for us to attract and retain qualified persons to serve on our board
of directors, on board committees or as executive officers.
Market prices of our equity securities can fluctuate
significantly.
The market prices of our common stock may change
significantly in response to various factors and events beyond our control,
including the following:
the other risk factors described in this Form 10-K;
changing demand for our products and services and ability to develop and
generate sufficient revenues;
any delay in our ability to generate operating revenue or net income;
general conditions in markets we operate in;
issuance of a significant number of shares, whether for compensation under
employee stock options, conversion of debt, potential acquisitions, additional
financing or otherwise.
There is only a limited trading market for our common
stock.
Our Common Stock is subject to quotation on the OTC market.
There has only been limited trading activity in our common stock. There can be
no assurance that a more active trading market will commence in our securities
as a result of the increasing operations of Data Call. Further, in the event
that an active trading market commences, there can be no assurance as to the
level of any market price of our shares of common stock, whether any trading
market will provide liquidity to investors, or whether any trading market will
be sustained.
State blue sky registration; potential limitations on
resale of our securities.
Our common stock, the class of the Company's securities that
is registered under the Exchange Act, has not been registered for resale under
the Securities Act of 1933 or the "blue sky" laws of any state. The holders of
such shares and persons, who desire to purchase them in any trading market that
might develop in the future, should be aware that there may be significant state
blue-sky law restrictions upon the ability of investors to resell our
securities. Accordingly, investors should consider the secondary market for the
Company's securities to be a limited one.
It is the intention of the management to seek coverage and
publication of information regarding the Company in an accepted publication
which permits a manual exemption. This manual exemption permits a security to be
distributed in a particular state without being registered if the Company
issuing the security has a listing for that security in a securities manual
recognized by the state. However, it is not enough for the security to be listed
in a recognized manual. The listing entry must contain (1) the names of issuers,
officers, and directors, (2) an issuer's balance sheet, and (3) a profit and
loss statement for either the fiscal year preceding the balance sheet or for the
most recent fiscal year of operations. Furthermore, the manual exemption is a
nonissuer exemption restricted to secondary trading transactions, making it
unavailable for issuers selling newly issued securities.
Most of the accepted manuals are those published in Standard
and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's
Insurance Reports, and many states expressly recognize these manuals. A smaller
number of states declare that they "recognize securities manuals" but do not
specify the recognized manuals. The following states do not have any provisions
and therefore do not expressly recognize the manual exemption: Alabama, Georgia,
Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and
Wisconsin.
Dividends unlikely on our common stock.
We do not expect to pay dividends for the foreseeable future.
The payment of dividends, if any, will be contingent upon our future revenues
and earnings, capital requirements and general financial condition. The payment
of any dividends will be within the discretion of our board of directors. It is
our intention to retain all earnings for use in our business operations and
accordingly, we do not anticipate that the Company will declare any dividends in
the foreseeable future.
Compliance with Penny Stock Rules.
Our securities will initially be considered a "penny stock"
as defined in the Exchange Act and the rules there under, since the price of our
shares of common stock is less than $5. Unless our common stock is otherwise
excluded from the definition of "penny stock," the penny stock rules apply with
respect to that particular security. The penny stock rules require a
broker-dealer prior to a transaction in penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document prepared by the
SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its sales person in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules require that the
broker-dealer, not otherwise exempt from such rules, must make a special written
determination that the penny stock is suitable for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure rules have
the effect of reducing the level of trading activity in the secondary market for
a stock that becomes subject to the penny stock rules. So long as the common
stock is subject to the penny stock rules, it may become more difficult to sell
such securities. Such requirements, if applicable, could additionally limit the
level of trading activity for our common stock and could make it more difficult
for investors to sell our common stock.
Shares eligible for future sale.
As of December 31, 2016, the Registrant had 4,832,547, shares
of common stock issued and outstanding of which 1,082,048 shares are
"restricted" as that term is defined under the Securities Act, and in the future
may be sold in compliance with Rule 144 under the Securities Act. Rule 144
generally provides that a person holding restricted securities for a period of
six months may sell every three months in brokerage transactions and/or
market-maker transactions an amount equal to the greater of one (1%) percent of
(a) the Company's issued and outstanding common stock or (b) the average weekly
trading volume of the common stock during the four calendar weeks prior to such
sale. Rule 144 also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has not been an affiliate of the
Company during the three months preceding the sale and who has satisfied a six
month holding period. However, all of the current shareholders of the Company
owning 5% or more of the issued and outstanding common stock are subject to Rule
144 limitations on selling.
The Nevada Revised Statutes and our articles of
incorporation authorize to issue additional shares of common stock and shares of
preferred stock, which preferred stock having such rights, preferences and
privileges as our board of directors shall determine.
Pursuant to our Articles of Incorporation, as amended and
restated, we have authorized capital stock of 200,000,000 shares of common stock
and 10,000,000 shares of preferred stock. As of the December 31, 2016, we have
4,832,547 shares of common stock issued and outstanding and 800,000 shares of
preferred A stock issued and outstanding and 10,000 shares of preferred B stock
issued and outstanding. Our Board of Directors has the ability, without
shareholder approval; to issue a significant number of additional shares of
common stock without shareholder approval, which if issued would cause
substantial dilution to our then common shareholders. Additionally, shares of
preferred stock may be issued by our Board of Directors at their sole discretion
and without shareholder approval, in such classes and series, having such
rights, including voting rights and super-majority voting rights, and such
preferences and relative, participating, optional or other special rights,
powers and privileges as determined by our Board of Directors from time-to-time.
If shares of preferred stock are issued by our Board of Directors having
super-majority voting rights, or having conversion rights to convert their
preferred stock into a number of shares of common stock at a ratio of greater
that one-for-one, holders of our common stock would be subject to dilution that
may be significant.
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, par value $0.001 (the "Series B Stock"), 10,000 shares of which
were issued to our CEO, Tim Vance. The Series B Stock, which may be issued in
one or more series by the terms of which may be and may include preferences as
to dividends and liquidation, conversion, redemption rights and sinking fund
provisions, has the right to vote, in the aggregate, on all shareholder matters,
equal to 51% of the total shareholder vote on any and all shareholder matters.
The Series B Stock is entitled to this super-majority, 51% voting right no
matter how many shares of common stock or other voting stock of Data Call stock
is issued and outstanding in the future. The voting rights of the Series B Stock
make a change in control without the approval of Timothy Vance, our CEO,
impossible.
ITEM 1B. UNRESOLVED STAFF
COMMENTS.
Table of Contents
None.
ITEM 2. DESCRIPTION OF PROPERTY.
Table of Contents
On January 9, 2013, the Company entered into a one-year lease agreement with
Bridwell Property Group Inc., our landlord, for office space of 700 square feet
located at 700 S Friendswood Drive, Suite E., Friendswood, TX 77546. The
property changed ownership on February 1, 2014 and the Company and the new
owner, Berkenmeier Properties, LLC mutually agreed to extend the lease for
additional years at the same monthly rent of $900. We believe that these
facilities are sufficient for our present level of operations including the
growth we anticipate during the next twelve months. In the event that we need
additional space, we believe that it will be available in the same property at
comparable rates.
ITEM 3. LEGAL PROCEEDINGS.
Table of Contents
None.
ITEM 4. MINE SAFETY DISCLOSURE.
Table of Contents
None.
PART II
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Table of Contents
Market
Information
Our common stock is
currently quoted on the OTCQB under the symbol DCLT. Quotation of the Company's securities
on the OTCQB limits the liquidity and price of the Company's common stock more than if the
Company's shares of common stock were listed on The Nasdaq Stock Market or a national
exchange. For the periods indicated, the following table sets forth the high and low bid
prices per share of common stock. The below prices represent inter-dealer quotations
without retail markup, markdown, or commission and may not necessarily represent actual
transactions.
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
First Quarter ended
March 31
|
|
$
|
0.0042
|
|
$
|
0.0014
|
|
$
|
0.0040
|
|
$
|
0.0036
|
|
$
|
0.0035
|
|
$
|
0.0030
|
Second Quarter ended
June 30
|
|
$
|
0.0038
|
|
$
|
0.0025
|
|
$
|
0.0032
|
|
$
|
0.0029
|
|
$
|
0.0035
|
|
$
|
0.0029
|
Third Quarter ended
September 30
|
|
$
|
0.0028
|
|
$
|
0.0015
|
|
$
|
0.0028
|
|
$
|
0.0023
|
|
$
|
0.0040
|
|
$
|
0.0036
|
Fourth Quarter ended
December 31
|
|
$
|
0.0021
|
|
$
|
0.0014
|
|
$
|
0.0018
|
|
$
|
0.0015
|
|
$
|
0.0050
|
|
$
|
0.0034
|
As of December 31,
2016, our shares of common stock were held by approximately 281 stockholders of record.
Dividends
The holders of our Preferred Stock, Series A, are entitled to a dividend of
12 percent annually, subject to conversion into common stock. The undeclared
dividends of this stock are calculated, but have not been recorded.
Holders of common stock are entitled to dividends when, as, and if declared
by the Board of Directors, out of funds legally available therefore. We have
never declared cash dividends on its common stock and our Board of Directors
does not anticipate paying cash dividends in the foreseeable future as it
intends to retain future earnings to finance the growth of our businesses.
There are no restrictions in our articles of incorporation or bylaws that
restrict us from declaring dividends.
Securities
Authorized for Issuance Under Equity Compensation Plans
On December 26, 2014,
the board of directors approved the Company's 2015 Employee Incentive Plan (the
"Plan") pursuant to which the Company's board of director or a committee is
authorized to issue 25,000,000 shares.
The board of director or
committee shall determine at any time and from time to time after the
effective date of this Plan:
(i) the Eligible Participants;
(ii) the
number of shares of Common Stock issuable directly or to be granted pursuant
to an Option;
(iii) the price per share at which each Option may be
exercised or the value per share if a direct issue of stock pursuant to a
Stock Award; and
(iv) the terms on which each Option may be granted.
Such determination, as may from
time to time be amended or altered at the sole discretion of the board of
director or committee.
ITEM
6. SELECTED FINANCIAL DATA.
Table of Contents
N.A.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATION.
Table of Contents
Results of Operations during the year ended December 31, 2016 as compared to the year
ended December 31, 2015
We had $640,613 of sales revenue for the year ended December 31, 2016,
compared to sales revenue of $605,105 for the year ended December 31, 2015, a
increase in sales revenue of $35,508 or approximately a 5.9% increase from the
prior year. We generate revenues through subscription fees received in
connection with our Direct Lynk System.
We had total costs of sales for the year ended December 31, 2016 of
$153,772 compared to total costs of sales of $151,000 for the year ended
December 31, 2015, which resulted in a gross margin of $486,841 for the year
ended December 31, 2016, compared to a gross margin of $454,105 for the year
ended December 31, 2015, a increase in gross margin of $32,736 from the
prior year, our increase in gross margin was due to our increase in
revenues.
Cost of sales as a percentage of sales was 24.0 % for the year ended
December 31, 2016, compared to 25.0% for the year ended December 31, 2015.
As we gain more customers and enter into more service agreements, we
anticipate our cost of sales will decrease as we expect to take advantage of
applicable economies of scale. Our operating expenses increased to $683,603
for the year ended December 31, 2016, compared to total expenses of $680,331
for the year ended December 31, 2015, an increase in expenses of $3,272 from
the prior period. The increase in expenses for the year of 2016 was due to
the company's ongoing efforts to expand its business opportunities. The
company had non-cash expense of $193,448, which was for common stock for its
officers and, options expense of $1,072. We had a net loss of $200,938 for
the year ended December 31, 2016, compared to a net loss of $231,681 for the
year ended December 31, 2015. While there can be no assurance regarding our
operating results in 2017, we believe that we will experience a significant
reduction in non-cash expense as well as increased operating revenues which
should result in profitable operations.
Liquidity and Capital Resources
We had current assets of $139,860 as of December 31, 2016, which
consisted of, $53,499 in cash, accounts receivable of $69,361 and $17,000 in
prepaid expense.
We had total assets of $141,591 as of December 31, 2016, compared to
$157,035 as of December 31, 2015 or a decrease of $15,444, which consisted
of current assets of $139,860, total property and equipment (net of
accumulated depreciation) of $931, which included high end flat screen
televisions, computers and software equipment responsible for running our
Direct Lynk System which is stored in our Friendswood office; and other
assets of $800, which included our deposit on our Friendswood office space.
We had total liabilities of $82,329 as of December 31, 2016, compared to
$91,355 as of December 31, 2015, a decrease of $9,026, primarily consisting
of accounts payable of $23,725 accrued expenses of $22,576, and short-term
notes of $36,028. We had positive working capital of $57,531 and an
accumulated deficit of $9,758,133 as of December 31, 2016.
Operating activities used $25,275 of cash for the year ended December 31,
2016, which was mainly due to a net loss of $200,938, common stock and
options expense of $194,520, increase in accounts receivables of $12,515,
increase in prepaid expenses of $5,630, increase in accounts payable of
$1,274, increase in accrued expenses of $793, and change in deferred revenue
of $4,057.
We had financing activities of $7,036 primarily for the pay down of
borrowings from related party during 2016 as compared to 2015 we had
financing activity of $7,036 for the pay down of borrowings from related
party.
We had no investing activities for the years ended December 31, 2016 and
2015, respectively.
Off-Balance Sheet Arrangements
As of December 31, 2016 and 2015, we did not have any off-balance sheet
arrangements as defined in Item 303(a) (4) (ii) of Regulation S-K
promulgated under the Securities Act of 1934.
Contractual Obligations and Commitments
As of December 31, 2016 and 2015, we did not have any contractual
obligations.
Critical Accounting Policies
Our significant accounting policies are described in the notes to our
financial statements for the years ended December 31, 2016 and 2015, and are
included elsewhere in this annual report.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Table of Contents
We have not entered
into, and do not expect to enter into, financial instruments for trading or hedging
purposes.
ITEM 8.
FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA.
Table of Contents
Report
of Independent Registered Public Accounting Firm
Table of Contents
To the Board of Directors & Stockholders of
Data Call Technologies, Inc.
Friendswood, Texas
We have audited the accompanying balance sheets of Data Call Technologies,
Inc. as of December 31, 2016 and 2015 and the related statements of operations,
stockholders' equity (deficit) and cash flows for each of the two years in the
two-year period ended December 31, 2016. Data Call's management is responsible
for the financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express
no such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principals used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Data Call
Technologies, Inc. as of December 31, 2016 and 2015 and the results of its
operations and its cash flows
for each of the two years in the two-year period ended December 31, 2016, in
conformity with
accounting principles generally accepted in the United States of America.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
April 10, 2017
Data Call
Technologies, Inc.
|
Balance Sheets
|
December
31, 2016 and 2015
|
Table of Contents
|
|
|
2016
|
|
2015
|
Assets
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash
|
$
|
53,499
|
$
|
85,810
|
Accounts receivable
|
|
69,361
|
|
56,846
|
Prepaid expenses
|
|
17,000
|
|
11,370
|
Total current assets
|
|
139,860
|
|
154,026
|
|
|
|
|
|
Property
and equipment
|
|
128,573
|
|
128,573
|
Less accumulated depreciation and amortization
|
|
127,642
|
|
126,364
|
Net property and equipment
|
|
931
|
|
2,209
|
|
|
|
|
|
Other
assets
|
|
800
|
|
800
|
Total assets
|
$
|
141,591
|
$
|
157,035
|
|
|
|
|
|
Liabilities
and Stockholders' Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts payable
|
$
|
20,336
|
$
|
18,684
|
Accounts payable - related party
|
|
3,389
|
|
3,767
|
Accrued
salaries - related party
|
|
460
|
|
42
|
Accrued interest
|
|
22,116
|
|
21,741
|
Convertible short-term note payable to
related party - default
|
|
10,000
|
|
10,000
|
Deferred revenue - current
|
|
-
|
|
4,057
|
Short-term note payable to
related party - default
|
|
26,028
|
|
33,064
|
Total current liabilities
|
|
82,329
|
|
91,355
|
|
|
|
|
|
Total liabilities
|
|
82,329
|
|
91,355
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
Preferred stock, $0.001 par value. Authorized 10,000,000 shares:
|
|
|
|
|
Series A 12% Convertible - 800,000 shares issued and outstanding
|
|
|
|
|
at December 31, 2016 and 2015
|
|
800
|
|
800
|
Preferred stock, $0.001 par value. Authorized 1,000,000 shares:
|
|
|
|
|
Series B - 10,000 shares issued and outstanding
|
|
|
|
|
at December 31, 2016 and 2015
|
|
10
|
|
10
|
Common stock, $0.001 par value. Authorized
200,000,000 shares:
|
|
|
|
|
4,832,547
shares
issued and outstanding
|
|
|
|
|
at December 31, 2016 and
2015, respectively.
|
|
4,833
|
|
4,833
|
Additional paid-in capital
|
|
9,811,752
|
|
9,617,232
|
Accumulated deficit
|
|
(9,758,133)
|
|
(9,557,195)
|
Total stockholders' equity (deficit)
|
|
59,262
|
|
65,680
|
Total liabilities and stockholders' equity (deficit)
|
$
|
141,591
|
$
|
157,035
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
|
Data
Call Technologies, Inc.
|
Statements of Operations
|
Years
ended December 31, 2016 and 2015
|
Table of Contents
|
|
|
2016
|
|
2015
|
|
|
|
|
|
Revenues:
|
|
|
|
|
Sales
|
$
|
640,613
|
$
|
605,105
|
Cost of sales
|
|
153,772
|
|
151,000
|
Gross margin
|
|
486,841
|
|
454,105
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
682,325
|
|
678,869
|
Depreciation and amortization expense
|
|
1,278
|
|
1,462
|
Total operating expenses
|
|
683,603
|
|
680,331
|
|
|
|
|
|
Other (income) expenses:
|
|
|
|
|
Interest income
|
|
(1,163)
|
|
(9)
|
Interest expense
|
|
5,339
|
|
5,464
|
Total expenses
|
|
687,779
|
|
685,786
|
|
|
|
|
|
Net
(loss) before income
taxes
|
|
(200,938)
|
|
(231,681)
|
|
|
|
|
|
Provision
for income taxes
|
|
-
|
|
-
|
Net (loss)
|
$
|
(200,938)
|
$
|
(231,681)
|
|
|
|
|
|
Net
(loss) per common share - basic and diluted:
|
|
|
|
|
Net
(loss) applicable to common shareholders
|
$
|
(0.04)
|
$
|
(0.05)
|
|
|
|
|
|
Weighted
average common shares:
|
|
|
|
|
Basic and diluted
|
|
4,832,547
|
|
4,731,543
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
|
Data Call Technologies, Inc.
|
Statement
of Stockholders' Equity (Deficit)
|
Years ended December 31, 2016 and 2015
|
Table of Contents
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Stockholders'
|
|
Preferred Stock
A
|
|
Preferred Stock B
|
|
Common Stock
|
|
paid-in
|
|
Accumulated
|
|
equity
|
|
shares
|
|
amount
|
|
shares
|
|
amount
|
|
shares
|
|
amount
|
|
capital
|
|
deficit
|
|
(deficit)
|
Balance year ended December 31, 2014
|
800,000
|
$
|
800
|
|
-
|
$
|
10
|
|
4,199,214
|
$
|
4,199
|
$
|
9,374,843
|
$
|
(9,325,514)
|
$
|
54,338
|
Shares issued for services
|
-
|
|
-
|
|
-
|
|
-
|
|
633,333
|
|
634
|
|
239,093
|
|
-
|
|
239,727
|
Fair value of options granted
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,296
|
|
-
|
|
3,296
|
Net loss
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(231,681)
|
|
(231,681)
|
Balance year ended December 31, 2015
|
800,000
|
$
|
800
|
|
10,000
|
$
|
10
|
|
4,832,547
|
$
|
4,833
|
$
|
9,617,232
|
$
|
(9,557,195)
|
$
|
65,680
|
Shares issued for services
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
193,448
|
|
-
|
|
193,448
|
Fair value of options granted
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,072
|
|
-
|
|
1,072
|
Net loss
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(200,938)
|
|
(200,938)
|
Balance year ended December 31, 2016
|
800,000
|
$
|
800
|
|
10,000
|
$
|
10
|
|
4,832,547
|
$
|
4,833
|
$
|
9,811,752
|
$
|
(9,758,133)
|
$
|
59,262
|
|
The accompanying notes are an
integral part of these financial statements.
|
Data
Call Technologies, Inc.
|
Statements of Cash Flows
|
Years
ended December 31, 2016 and 2015
|
Table of Contents
|
|
|
2016
|
|
2015
|
Cash flows from operating activities:
|
|
|
|
|
Net (loss)
|
$
|
(200,938)
|
$
|
(231,681)
|
Adjustments to reconcile net
(loss) to net cash
provided by
(used in) operating activities:
|
|
|
|
|
Shares issued for services
|
|
193,448
|
|
239,727
|
Options expense
|
|
1,072
|
|
3,296
|
Depreciation and
amortization of property and equipment
|
|
1,278
|
|
1,462
|
(Increase) decrease in operating assets:
|
|
|
|
|
Accounts receivable
|
|
(12,515)
|
|
57,717
|
Prepaid expenses
|
|
(5,630)
|
|
(8,790)
|
Accounts payable
|
|
1,652
|
|
(14,400)
|
Accounts payable
- related party
|
|
(378)
|
|
(2,223)
|
Accrued
expenses
|
|
375
|
|
500
|
Accrued expenses - related party
|
|
418
|
|
(5,419)
|
Deferred revenues
|
|
(4,057)
|
|
(6,084)
|
Net cash provided by operating activities
|
|
(25,275)
|
|
34,105
|
|
|
|
|
|
Cash flows
from investing activities
|
|
|
|
|
Capital expenditure for equipment
|
|
-
|
|
-
|
Net cash (used in) investing activities
|
|
-
|
|
-
|
|
|
|
|
|
Cash flows
from financing activities:
|
|
|
|
|
Principal payment on
debt - related party
|
|
(7,036)
|
|
(7,036)
|
Net cash (used in) financing activities
|
|
(7,036)
|
|
(7,036)
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
(32,311)
|
|
27,069
|
Cash at
beginning of year
|
|
85,810
|
|
58,741
|
Cash at
end of year
|
$
|
53,499
|
$
|
85,810
|
|
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
Cash paid for
interest
|
$
|
4,964
|
$
|
4,964
|
Cash paid for taxes
|
$
|
-
|
$
|
-
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
|
Data
Call Technologies, Inc.
Notes to Financial Statements
December 31, 2016
Table of Contents
Note 1. Summary of Significant Accounting Policies.
Organization, Ownership and Business
Data Call Technologies, Inc. (the "Company") was incorporated under the
laws of the State of Nevada in 2002. The Company's mission is to integrate
cutting-edge information delivery solutions that are currently deployed by
the media, and put them within the control of retail and commercial
enterprises. The Company's software and services put its clients in control
of real-time advertising, news, and other content, including emergency
alerts, within one building or 10,000, local or thousands of miles away.
The Company's financial statements are presented in accordance with
accounting principles generally accepted (GAAP) in the United States. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and
result of operations for the periods presented have been reflected herein.
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 December 31, 2016 or 2015.
Revenue Recognition
Company recognizes revenues based on monthly fees for services provided
to customers. Some customers prepay for annual services and the Company
defers such amounts and amortizes them into revenues as the service is
provided. The Company recognizes revenue in accordance with ASC 605 (1) when
the price is fixed and determinable, (2) persuasive evidence of an
arrangement exists, (3) the service has been provided, and (4)
collectability is assured.
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 December 31, 2016 and 2015 as we
believe all of our receivables are fully collectable.
Property, Equipment and Depreciation
Property and equipment are recorded at cost less accumulated
depreciation. Upon retirement or sale, the cost of the assets disposed of
and the related accumulated depreciation are removed from the accounts, with
any resultant gain or loss being recognized as a component of other income
or expense. Depreciation is computed over the estimated useful lives of the
assets (3-5 years) using the straight-line method for financial reporting
purposes and accelerated methods for income tax purposes. Maintenance and
repairs are charged to operations as incurred.
Advertising Costs
The cost of advertising is expensed as incurred.
Research and Development
Research and development costs are expensed as incurred.
Product Development Costs
Product development costs consist of cost incurred to develop the
Company's website and software for internal and external use. All product
development costs are expensed as incurred.
Income Taxes
The Company is a taxable entity and recognizes deferred tax assets and
liabilities for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to be in effect
when the temporary differences reverse. The effect on the deferred tax
assets and liabilities of a change in tax rates is recognized in income in
the year that includes the enactment date of the rate change. A valuation
allowance is used to reduce deferred tax assets to the amount that is more
likely than not to be realized.
Use of Estimates
The preparation of financial statements in conformity with U. S. GAAP
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could vary from those estimates.
Beneficial Conversion Feature
Convertible debt includes conversion terms that are considered in the
money compared to the market price of the stock on the date of the related
agreement. The Company calculates the beneficial conversion feature and
records a debt discount with the amount being amortized to interest expense
over the term of the note.
Management's Estimates and Assumptions
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses. Actual
results could differ from these estimates.
Earnings (Loss) Per Share
The basic net income per common share is computed by dividing the net
loss by the weighted average number of shares outstanding during a period.
Diluted net loss per common share is computed by dividing the net loss,
adjusted on an as if converted basis, by the weighted average number of
common shares outstanding plus potential dilutive securities using the
treasury stock method. For the years ended December 31, 2016 and 2015,
potential dilutive securities that had an anti-dilutive effect were not
included in the calculation of diluted net loss per common share. These
securities include options and warrants to purchase shares of common stock.
Under the treasury stock method, an increase in the fair market value of the
Company's common stock results in a greater dilutive effect from outstanding
options, restricted stock awards and common stock warrants. In years with a
net loss, potentially dilutive securities are not included because their
effect is anti-dilutive.
|
Years Ended
December 31,
|
|
|
2016
|
|
2015
|
Net (loss)
|
$
|
(200,938)
|
$
|
(231,681)
|
|
|
|
|
|
Net (loss) per common
share:
|
|
|
|
|
Basic
|
$
|
(0.04)
|
$
|
(0.05)
|
Diluted
|
$
|
(0.04)
|
$
|
(0.05)
|
|
|
|
|
|
Weighted average number of common shares
outstanding:
|
|
|
|
|
Basic
|
|
4,832,547
|
|
4,731,543
|
Diluted
|
|
4,832,547
|
|
4,731,543
|
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.
Common Stock Split
On September 13, 2016 we declared a reverse split of our common stock.
The formula provided that every thirty (30) issued and outstanding shares of
common stock of the Corporation be automatically split into one (1) share of
common stock. Except as otherwise noted, all share, option and warrant
numbers have been restated to give retroactive effect to this split. All per
share disclosures retroactively reflect post-split shares.
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 December 31, 2016 and 2015:
|
|
(Level 1)
|
|
(Level 1)
|
|
(Level 3)
|
2016
|
$
|
0
|
$
|
0
|
$
|
0
|
2015
|
$
|
0
|
$
|
0
|
$
|
0
|
Recent Accounting Pronouncements
In August, 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows
(Topic 230): Classification of Certain Cash Receipts and Cash Payments(a
consensus of the Emerging Issues Task Force). Effective for public business
entities for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. For all other entities, the amendments
are effective for fiscal years beginning after December 15, 2018, and
interim periods within fiscal years beginning after December 15, 2019. Early
adoption is permitted, including adoption in an interim period. If an entity
early adopts the amendments in an interim period, any adjustments should be
reflected as of the beginning of the fiscal year that includes that interim
period. An entity that elects early adoption must adopt all of the
amendments in the same period.
In 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.
Note 2. Related Party Transactions.
During the third quarter of 2013, the Company issued unregistered shares
as follows: (i) 33,334 restricted shares to Jim Tevis, the Company's CTO, in
connection with the execution of a new 2 year consulting agreement. The
restricted shares were valued at $0.555 per share using the closing price of
the stock on the date of grant. Total expense associated with the issuances
is calculated at $18,500 to be recognized over the 2 year term of the
agreement. The expense recognized in 2016 was $Nil. The expense recognized
in 2015 was $4,967.
During the first quarter of 2013, the Company issued unregistered shares
as follows: (i) 250,000 restricted shares to Tim Vance, the Company's CEO,
in connection with the execution of a new 5 year employment agreement; and
250,000 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 $1.80 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 2016 was $178,247 and the expense in
2015 was $177,760. 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 250,000 restricted shares to each the CEO and CFO.
During the first quarter of 2014, the Company granted a total of 900,000
options for the purchase of up to 900,000 shares of common stock to Tim
Vance, the Company's CEO, in connection with the execution of a new 5 year
employment agreement and to Gary Woerz, the Company's newly designated CFO,
in connection with the execution of a new 5 year employment agreement. The
Company uses the Black-Scholes option valuation model to value stock options
granted. The Black- Scholes model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. The model requires management to make estimates, which are
subjective and may not be representative of actual results. The Company
recorded $Nil (2015: $524) in stock option compensation expense, in relation
to these options. The Black-Scholes model calculations included stock price
on date of measurement of $0.30, exercise price of $0.001, a term of 1.5
years, computed volatility of 348% and a discount rate of 0.27%. The January
2014 employment agreements calls for a 5 year term ending January 30, 2018,
annual compensation of $85,000 per year for services as CEO, annual
compensation of $52,000 per year for services as CFO, 500,000 options to the
CEO and 400,000 options to the CFO in addition to the 250,000 restricted
shares to each the CEO and CFO.
During the first quarter of 2015, the Company granted a total of 900,000
options for the purchase of up to 900,000 shares of common stock to Tim
Vance, the Company's CEO, in connection with the execution of a new 5 year
employment agreement and to Gary Woerz, the Company's newly designated CFO,
in connection with the execution of a new 5 year employment agreement. The
Company uses the Black-Scholes option valuation model to value stock options
granted. The Black- Scholes model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. The model requires management to make estimates, which are
subjective and may not be representative of actual results. The Company
recorded $266 (2015: $2,773) in stock option compensation expense, in
relation to these options. The Black-Scholes model calculations included
stock price on date of measurement of $0.0036, exercise price of $0.001, a
term of 1.5 years, computed volatility of 251% and a discount rate of 0.33%.
The January 2014 employment agreements calls for a 5 year term ending
January 30, 2018, annual compensation of $85,000 per year for services as
CEO, annual compensation of $52,000 per year for services as CFO, 500,000
options to the CEO and 400,000 options to the CFO in addition to the 250,000
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 $1,072 (2015: $Nil) in stock option compensation expense, in
relation to these options for the year ended December 31, 2016. The
Black-Scholes model calculations included stock price on date of measurement
of $0.0014, exercise price of $0.001, a term of 3 years, computed volatility
of 105% and a discount rate of 1.01%. The January 2016 employment agreements
calls for a 5 year term ending January 30, 2018, annual compensation of
$85,000 per year for services as CEO, annual compensation of $52,000 per
year for services as CFO, 500,000 options to the CEO and 400,000 options to
the CFO in addition to the 250,000 restricted shares to each the CEO and
CFO.
The Company issued a total of four hundred thousand (400,000
restricted shares) of the Company's common stock as follows: 200,000
restricted shares in the name of Timothy E. Vance and 200,000 restricted
shares in the name of Gary D. Woerz valued at $0.114 based upon services
provided by the Executive officers in improving the Company's financial
condition and operations and the shares will be subject to a holding period
of eighteen months prior to their availability for resale pursuant to the
provisions of Rule 144, and the Company determined that the Employment
Agreements between the Company and its Executive Officers be amended to
adjust the exercise price form the lower of $0.03 to $0.0015 and that the
expiration date of the options to be extended from January 31, 2018 to
December 31, 2019. The company expensed $15,200 for the year ended December
31, 2016 and $30,400 for the year ended December 31, 2015. The total value
of the 400,000 shares granted is $45,600.
During 2009, the Company received cash in the sum of $50,000 from a
shareholder for a Convertible Note Payable at a 10% interest rate. On July
30, 2015, the Company entered into an amendment agreement for the previously
convertible note. The amendment removed the prior conversion feature of the
note and amended the due date to December 31, 2016. The remaining balance of
the note as of December, 31, 2016 and December 31, 2015 was $26,028 and
$33,064, respectively. The interest for the note payable has been calculated
annually and has been paid for the years ended December 31, 2016 and
December 31, 2015.
During the years ended December 31, 2016 and December 31, 2015, the
company repaid a total of $12,000 and $12,000, respectively, to related
parties on various note payables and related interest.
As of December 31, 2016, and December 31, 2015 the total due to
management for past accrued salaries is $460 and $42, respectively.
As of December 31, 2016, and December 31, 2015 the total due to
management included in accounts payable is $3,389 and $3,767, respectively.
Note 3. Prepaid Expenses.
As of December 31, 2016, the Company had prepaid expenses of $17,000 for
2017 trade show expenses paid in 2016. As of December 31, 2015, the Company
had $11,370 in prepaid expenses for a 2016 trade show.
Note 4. Property and Equipment.
Major classes of property and equipment together with their estimated
useful lives, consisted of the following:
|
|
|
December 31
|
|
Years
|
|
2016
|
|
2015
|
Equipment
|
3-5
|
$
|
96,236
|
$
|
96,236
|
Office
furniture
|
7
|
|
21,681
|
|
21,681
|
Leasehold
improvements
|
3
|
|
10,656
|
|
10,656
|
|
|
|
128,573
|
|
128,573
|
Less
accumulated depreciation and amortization
|
|
|
(127,642)
|
|
(126,364)
|
Net property
and equipment
|
|
$
|
931
|
$
|
2,209
|
Note 5. Income Taxes.
|
|
December
31
|
|
|
2016
|
|
2015
|
Tax
expense/(benefit) computed at statutory rate for continuing operations
|
$
|
2,246
|
$
|
4,554
|
Tax effect (benefit) of operating
loss carryforwards
|
|
(2,246)
|
|
(4,554)
|
Tax expense/(benefit) for
continuing operations
|
$
|
-
|
$
|
-
|
The Company has current net operating loss carryforwards in
excess of $3,075,104 as of December 31, 2016, to offset future taxable income,
which expire beginning 2029.
Deferred taxes are determined based on the
temporary differences between the financial statement and income tax bases of
assets and liabilities as measured by the enacted tax rates, which will be in
effect when these differences reverse. The components of deferred income tax
assets are as follows:
|
|
December 31
|
|
|
2015
|
|
2014
|
Deferred tax
assets:
|
$
|
|
$
|
|
Net operating loss
|
|
1,076,286
|
|
1,074,040
|
Valuation
allowance
|
|
(1,076,286)
|
|
(1,074,040)
|
Net deferred
asset
|
$
|
-
|
$
|
-
|
At December 31, 2016, the Company provided a 100% valuation
allowance for the deferred tax asset because it could not be determined whether
it was more likely than not that the deferred tax asset/(liability) would be
realized.
Note 6. Capital Stock, Options and Warrants.
The Company is authorized to issue up to 10,000,000 shares of Series A
Preferred Stock, $0.001 par value per share, of which 800,000 are
outstanding as of December 31, 2016 and 2015. The Preferred Stock may be
issued in one or more series, the terms of which may be determined at the
time of issuance by the Board of Directors, without further action by
stockholders, and may include voting rights (including the right to vote as
a series on particular matters), preferences as to dividends and
liquidation, conversion, redemption rights and sinking fund provisions.
On September 13, 2016 we declared a reverse split of our common stock. The
formula provided that every thirty (30) issued and outstanding shares of
common stock of the Corporation be automatically split into one (1) share of
common stock. Except as otherwise noted, all share, option and warrant
numbers have been restated to give retroactive effect to this split. All per
share disclosures retroactively reflect post-split shares.
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 as of December 31, 2016 or 2015.
Unaccrued and undeclared dividends were $4,800 as of December 31, 2016 and
2015, 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 in one or more 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 2015 The Company issued a total of
four hundred thousand (400,000 restricted shares) of the Company's common
stock as follows: 200,000 restricted shares in the name of Timothy E. Vance
and 200,000 restricted shares in the name of Gary D. Woerz valued at $0.114
based upon the closing price of the stock on the date of grant for services
provided by the Executive officers in improving the Company's financial
condition and operations. The shares will be subject to a holding period of
eighteen months prior to their availability for resale pursuant to the
provisions of Rule 144, and the Company determined that the Employment
Agreements between the Company and its Executive Officers be amended to
adjust the exercise price form the lower of $0.03 to $0.0015 and that the
expiration date of the options to be extended from January 31, 2018 to
December 31, 2019. The company expensed $15,200 for the year ending December
31, 2016 (2015: $30,400). The total value of the 400,000 shares granted is
$45,600.
During the first quarter of 2013 the Company issued unregistered
shares as follows: (i) 250,000 restricted shares to Tim Vance, the Company's
CEO, in connection with the execution of a new 5 year employment agreement;
and 250,000 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 $1.80 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 2016 was $178,247 and in 2015 the
recognized expense was $177,760.
During the first quarter of 2013, the
Company granted a total of 900,000 options for the purchase of up to 900,000
shares of common stock to Tim Vance, the Company's CEO, in connection with
the execution of a new 5 year employment agreement and to Gary Woerz, the
Company's newly designated CFO, in connection with the execution of a new 5
year employment agreement. The Company uses the Black-Scholes option
valuation model to value stock options granted. 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 from $0.03 to $0.0015 and that the expiration date of the options to
be extended from January 31, 2018 to December 31, 2019. The change in value
from the lower exercise price and extended expiration date was considered
immaterial. The Black- Scholes model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. The model requires management to make estimates, which are
subjective and may not be representative of actual results. The
Black-Scholes model calculations included stock price on date of measurement
of $0.30, exercise price of $0.001, a term of 1.5 years, computed volatility
of 348% and a discount rate of 0.27%. Assumptions used to determine the fair
value of the stock based compensation is as follows:
Exercise price
|
Total Options Outstanding
|
Weighted Average Remaining
Life (Years)
|
Total Weighted Average
Exercise Price
|
Options Exercisable
|
$0.001
|
900,000
|
0.65
|
$0.001
|
900,000
|
The Company recorded $Nil ($Nil in 2015) in stock option compensation
expense, in relation to these options, during the year ended December 31,
2016. Total stock option compensation expense is calculated at $26,872, to
be recognized over the vesting period of one year.
During the first
quarter of 2014, the Company granted a total of 900,000 options for the
purchase of up to 900,000 shares of common stock to Tim Vance, the Company's
CEO, in connection with the execution of a the 5 year employment agreement
and to Gary Woerz, the Company's newly designated CFO, in connection with
the execution of a new 5 year employment agreement. The Company uses the
Black-Scholes option valuation model to value stock options granted. During
the period ended March 31, 2015 the Company determined that the Employment
Agreements between the Company and its Executive Officers be amended to
adjust the exercise price from $0.03 to $0.0015 and that the expiration date
of the options to be extended from January 31, 2018 to December 31, 2019.
The change in value from the lower exercise price and extended expiration
date was considered immaterial. The Black- Scholes model was developed for
use in estimating the fair value of traded options that have no vesting
restrictions and are fully transferable. The model requires management to
make estimates, which are subjective and may not be representative of actual
results. The Black-Scholes model calculations included stock price on date
of measurement of $0.003, exercise price of $0.001, a term of 1.5 years,
computed volatility of 256% and a discount rate of 0.34%. Assumptions used
to determine the fair value of the stock based compensation is as follows:
Exercise price
|
Total Options Outstanding
|
Weighted Average Remaining
Life (Years)
|
Total Weighted Average
Exercise Price
|
Options Exercisable
|
$0.001
|
900,000
|
0.76
|
$0.001
|
900,000
|
The Company recorded $Nil (2015: $524) in stock option
compensation expense, in relation to these options, during the year ended
December 31, 2016. Total stock option compensation expense is calculated at
$2,877, to be recognized over the vesting period of one year.
During the
first quarter of 2015, the Company granted a total of 900,000 options for
the purchase of up to 900,000 shares of common stock to Tim Vance, the
Company's CEO, in connection with the execution of a the 5 year employment
agreement and to Gary Woerz, the Company's newly designated CFO, in
connection with the execution of a new 5 year employment agreement. The
Company uses the Black-Scholes option valuation model to value stock options
granted. During the period ended March 31, 2015 the Company determined that
the Employment Agreements between the Company and its Executive Officers be
amended to adjust the exercise price from $0.03 to $0.0015 and that the
expiration date of the options to be extended from January 31, 2018 to
December 31, 2019. The change in value from the lower exercise price and
extended expiration date was considered immaterial. The Black- Scholes model
was developed for use in estimating the fair value of traded options that
have no vesting restrictions and are fully transferable. The model requires
management to make estimates, which are subjective and may not be
representative of actual results. The Black-Scholes model calculations
included stock price on date of measurement of $0.0036, exercise price of
$0.001, a term of 1.5 years, computed volatility of 251% and a discount rate
of 0.33%. Assumptions used to determine the fair value of the stock based
compensation is as follows:
Exercise price
|
Total Options Outstanding
|
Weighted Average Remaining
Life (Years)
|
Total Weighted Average
Exercise Price
|
Options Exercisable
|
$0.001
|
900,000
|
0.92
|
$0.001
|
900,000
|
The Company recorded $266 (2015: $2,773) in stock option compensation
expense, in relation to these options, during the year ended December 31,
2016. Total stock option compensation expense is calculated at $3,039, to be
recognized over the vesting period of one year.
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 the 5 year
employment agreement and to Gary Woerz, the Company's newly designated CFO,
in connection with the execution of a new 5 year employment agreement. The
Company uses the Black-Scholes option valuation model to value stock options
granted. During the period ended March 31, 2015 the Company determined that
the Employment Agreements between the Company and its Executive Officers be
amended to adjust the exercise price from $0.03 to $0.0015 and that the
expiration date of the options to be extended from January 31, 2018 to
December 31, 2019. The change in value from the lower exercise price and
extended expiration date was considered immaterial. The Black- Scholes model
was developed for use in estimating the fair value of traded options that
have no vesting restrictions and are fully transferable. The model requires
management to make estimates, which are subjective and may not be
representative of actual results. The Black-Scholes model calculations
included stock price on date of measurement of $0.0014, exercise price of
$0.001, a term of 3 years, computed volatility of 105% and a discount rate
of 1.01%. Assumptions used to determine the fair value of the stock based
compensation is as follows:
Exercise price
|
Total Options Outstanding
|
Weighted Average Remaining
Life (Years)
|
Total Weighted Average
Exercise Price
|
Options Exercisable
|
$0.001
|
900,000
|
2.30
|
$0.001
|
900,000
|
The Company recorded $806 (2015: $Nil) in stock option compensation
expense, in relation to these options, during the year ended December 31,
2016. Total stock option compensation expense is calculated at $884, to be
recognized over the vesting period of one year.
During 2013, the Company issued unregistered shares as follows: (i)
33,334 restricted shares to Jim Tevis, the Company's CTO, in connection with
the execution of a new 2 year consulting agreement. The restricted shares
were valued at $0.555 per share using the closing price of the stock on the
date of grant. Total expense associated with the issuances is calculated at
$18,500 to be recognized over the 2 year term of the agreement. The expense
recognized in 2016 was $Nil. The expense recognized in 2015 was $4,967.
The Company is authorized to issue up to 200,000,000 shares of Common
Stock, of which 4,832,547 shares were issued and outstanding as of December
31, 2016 (2015: 4,832,547).
Note 7.
Commitments and Contingencies.
The Company conducted its operations from a facility located in
Friendswood Texas during FY 2016 and 2015. During January 2013 the Company
moved facilities to Friendswood Texas under a 12 month operating lease
expiring on January 30, 2015. The Friendswood lease was extended in February
2015 for a term of 24 months expiring on February 1, 2016. The lease is
currently month to month.
The following is a schedule of future minimum rental payments required
under the above operating lease as of December 31, 2015:
Year
|
|
Amount
|
2017
|
$
|
-
|
2018
|
$
|
-
|
2019
|
$
|
-
|
2020
|
$
|
-
|
2021
|
$
|
-
|
Rent expense in 2016 and 2015 under the terms of the Houston Texas lease
was $10,800 and $10,800, respectively.
Note 8. Concentrations.
Concentration of Major Customers
As of December 31, 2016, the Company's
trade accounts receivables from two customers represented approximately 94%
of its accounts receivable. As of December 31, 2015 the Company's trade
accounts receivables from two customers represented approximately 97% of its
accounts receivable.
For the year ended December 31, 2016 the Company
received approximately 77% of its revenue from two customers. The specific
concentrations were Customer A, 50%, and Customer B, 27%. For the year ended
December 31, 2015 the Company received approximately 79% of its revenue from
two customers.
Concentration of Supplier Risk
The Company had 4
vendors that accounted for approximately 66% of purchases during the year
ended December 31, 2016 related to operations. Specific concentrations were
Vendor A 19%, Vendor B 19%, Vendor C 15%, and Vendor D 12%. For the year
ended December 31, 2015 the Company had 6 vendors that accounted for
approximately 82% of purchases.
Note 9. Convertible Shareholder Notes Payable.
During 2009, the Company received cash in the sum of $50,000 from a
shareholder for a note payable at a 10% interest rate. The interest for the
note payable has been calculated annually and has been paid for 2016 and
2015. During 2013, the note payable agreement was amended to include a
conversion feature to the Company's common stock at $0.0001 per share. Under
ASC 470-50, the amendment adds a substantive conversion option which causes
the amended note to be evaluated as a new debt issuance. As the conversion
term is considered in the money a beneficial conversion feature was present
with a debt discount calculated at $50,000. The debt discount was amortized
to interest expense during 2013 due to the note being due at the time of the
amendment. During 2013, the creditor sold a portion of his note for $8,900.
At the request of the new creditors the Company issued 2,966,667 shares of
common stock at $0.0001 in terms with the amended agreement. No gain or loss
was recorded on the conversion of debt to equity during the period ending
December 31, 2013 as it was converted within the terms of the agreement. 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 due under this note was $26,028 as of December 31, 2016 and $33,064
as of December 31, 2015. This note is currently in default.
During the quarter ended September 30, 2011, the Company issued a
short-term convertible note to a shareholder in the amount of $10,000. The
convertible note is due in one year and bears interest of 12%. The interest
for the convertible note has been calculated annually and has been accrued
for 2016 and 2015. As of December 31, 2016, the convertible note contains a
conversion feature at a 50% discount of the 10 day average closing price
prior to notice. The note holder agreed that the conversion would not force
the Company to issue more shares than allowed under the current
capitalization which eliminates the existence of a derivative. The
beneficial conversion feature included in the discounted share price of the
conversion was found to be immaterial for the years ended December 31, 2016
and 2015. As the note is past its due date of June 2, 2012, the note is
considered in default.
Note 10. Subsequent Events.
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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Table of Contents
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Table of Contents
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 December
31, 2016 (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 December 31, 2016, 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.
Management's Annual Report on Internal
Control Over Financial Reporting
Management is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined
in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements in accordance with GAAP. Because of its inherent
limitations, internal control over financial reporting may not prevent or
detect misstatements. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Management has conducted, with the participation
of our Principal Executive Officer and our Principal Accounting Officer, an
assessment, including testing of the effectiveness, of our internal control
over financial reporting as of Evaluation Date. Management's assessment of
internal control over financial reporting was conducted using the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control - Integrated Framework (2013
Framework).
A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of
our annual or interim financial statements will not be prevented or detected
on a timely basis. In connection with our management's assessment of our
internal control over financial reporting as required under Section 404 of
the Sarbanes-Oxley Act of 2002, we have concluded that our internal control
over financial reporting had material weaknesses including lack of
sufficient internal accounting personnel in order to ensure complete
documentation of complex transactions and adequate financial reporting
during the year ended December 31, 2016. Management has identified
corrective actions for the weakness and has begun implementation during the
first quarter of 2017.
This annual report does not include an
attestation report of our registered public accounting firm regarding
internal control over financial reporting. Management's report was not
subject to attestation by our registered public accounting firm pursuant to
an exemption for smaller reporting companies under Section 989G of the
Dodd-Frank Wall Street Reform and Consumer Protection Act.
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 period of our evaluation that have significantly affected, or are
reasonably likely to significantly affect, our internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION.
Table of Contents
None.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE.
Table of Contents
The following table sets forth the name, age and position of each of our Directors and
executive officers. Our officers and Directors are as follows:
Name
|
Age
|
Position
|
Timothy
Vance
|
50
|
Chief
Executive Officer, Chief Operating Officer and Director
|
Gary
D. Woerz
|
70
|
Chief
Financial Officer and Director
|
John Schafer
|
42
|
Director
|
Timothy Vance - Chief Executive Officer, Chief Operating Officer and
Director
Timothy Vance, a founder and an intricate element in the fabric of the
Company, has served as one of our Directors since June 2003, as our Chief
Operating Officer since January 2007 and as our Chief Executive Officer
since July 2008. Mr. Vance has been part of the Data Call management team
since the company's inception. Prior to founding Data Call, Mr. Vance was
employed at QVS Wireless Corporation. Prior to QVS Wireless, Mr. Vance was
employed for 17 years by World Ship Supply, a global maritime supply
company. He was the General Manager of the Houston branch for several years
before following his entrepreneurial vision.
Gary D. Woerz - Chief Financial Officer and Director
From March 2009 to January 2012, Gary Woerz provided financial consulting
services to private and public companies. From September 2007 to January
2008, Mr. Woerz was CFO and COO of Larrea Biosciences, a public company.
From July 2006 to July 2007, Mr. Woerz was the CFO of Virexx Medical Corp.,
a public company organized under the laws of the Province of Alberta,
Canada. From April 2004 to May 2007, Mr. Woerz served as CFO of American
International Industries, Inc., a public reporting company.
John Schafer - Director
Mr. Schafer has been a member of Data Call's Board of Directors since his
appointment in May 2013. From March 2005 through the present, Mr. Schafer
has served as Vice President of Operations of Waterfront Ventures LLC, a
private company engaged in real estate development and operations,
specializing in the hospitality and public service industry. Mr. Schafer's
duties at Waterfront Ventures include strategic and financial planning and
chief of operations. In addition, from 2004 through the present, Mr. Schafer
has been President and principal of JLS Holdings LLC, a private company
engaged in the business of marketing, business development, financial
planning and promotion, primarily for the real estate and hospitality
industry, among others.
Employment Agreements
Effective January 30, 2013, the Company entered into a five-year
employment agreement with Tim Vance, to as Chief Executive Officer and Chief
Operating Officer at a base compensation of $85,000 per year. The agreement
also provided for the issuance of 250,000 restricted shares of the
Company's common stock which vest at the rate of 50,000 shares per year
and the grant of options to purchase 16,667 shares per annum at a price of
$0.045, commencing on February 1, 2013. On January 8, 2015, Board of
Directors amended the employment agreement with Mr. Vance to provide for the
issuance of an additional 200,000 restricted shares which vest at the rate
of 66,667 shares per year. 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 of the
options from $0.03 to $0.0015 and that the expiration date of the options to
be extended from January 31, 2018 to December 31, 2019.
Also effective on January 30, 2013, the Company entered into a five-year
employment agreement with Gary D. Woerz to serve as Chief Financial Officer
at a base compensation of $52,000 per year. The agreement also provided for
the issuance of 250,000 restricted shares of the Company's common stock
which vest at the rate of 50,000 shares per year, and the grant of
warrants to purchase 13,333 shares per annum at a price of $0.045,
commencing on February 1, 2013. On January 8, 2015, Board of Directors
amended the employment agreement with Mr. Woerz to provide for the issuance
of an additional 200,000 restricted shares which vest at the rate of
66,667 shares per year. 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 of the options
from $0.90 to $0.045 and that the expiration date of the options to
be extended from January 31, 2018 to December 31, 2019.
ITEM 11. EXECUTIVE COMPENSATION.
Table of Contents
The following table sets forth information concerning the
total compensation during the fiscal years ending December 31, 2016, 2015 and 2014.
Summary Compensation Table
|
|
|
|
|
|
|
Long
Term
|
|
|
|
|
Annual
Compensation
|
Compensation
Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
Restricted
|
Securities
|
|
|
|
|
|
|
Annual
|
Stock
|
Underlying
|
Total
|
|
|
|
Salary
|
Bonus
|
Compensation
|
Award(s)
|
Options
|
Compensation
|
Name and
Principal Position
|
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy Vance, CEO, COO, Director (1)
|
|
2016
|
85,000
|
---
|
6,000
|
---
|
---
|
91,000
|
|
|
2015
|
85,000
|
---
|
6,000
|
---
|
---
|
87,500
|
|
|
2014
|
84,702
|
---
|
2,500
|
---
|
---
|
86,202
|
Garry D. Woerz, CFO, Director (2)
|
|
2016
|
52,000
|
---
|
5,000
|
---
|
---
|
56,000
|
|
|
2015
|
52,000
|
---
|
4,000
|
---
|
---
|
54,500
|
|
|
2014
|
52,000
|
---
|
2,000
|
---
|
---
|
53,500
|
|
|
|
|
|
|
|
|
|
(1) In June 2008, Timothy E. Vance was
appointed CEO of the Registrant.
(2) In January 2013, Gary D. Woerz was
appointed CFO of the Registrant.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
Table of Contents
The following table
sets forth information regarding the beneficial ownership of our common stock as of
December 31, 2016. The information in this table provides the ownership information for:
each person known by us to be the beneficial owner of more than 5% of our common stock;
each of our directors; each of our executive officers; and our executive officers and
directors as a group.
Beneficial
ownership has been determined in accordance with the rules and regulations of the SEC and
includes voting or investment power with respect to the shares. Unless otherwise
indicated, the persons named in the table below have sole voting and investment power with
respect to the number of shares indicated as beneficially owned by them.
Name of Beneficial Owner
|
|
Common Stock Beneficially Owned
|
|
Percentage of Common Stock Owned (1)
|
Timothy E. Vance, CEO, COO and Director
|
|
472,547
|
|
9.77%
|
700 South Friendswood Drive, Suite E
|
|
|
|
|
Friendswood, TX 77546
|
|
|
|
|
|
|
|
|
|
Gary D. Woerz, CFO and Director
|
|
456,667
|
|
9.45%
|
700 South Friendswood Drive, Suite E
|
|
|
|
|
Friendswood, TX 77546
|
|
|
|
|
|
|
|
|
|
John Schafer, Director
|
|
33,333
|
|
0.69%
|
700 South Friendswood Drive, Suite E
|
|
|
|
|
Friendswood, TX 77546
|
|
|
|
|
Director
and Officer (3 people)
|
|
962,333
|
|
19.91%
|
(1) Applicable percentage ownership is based on 4,832,547 shares of common stock outstanding as of December 31, 2016. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of December 31, 2016 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE.
Table of Contents
None.
ITEM 14. PRINCIPAL ACCOUNTANT FEES
AND SERVICES
.
Table of Contents
Independent Public Accountants
Our auditor, M&K CPAS, PLLC. has served as the Company's independent registered public accountants for the fiscal years 2016 and 2015.
Principal Accounting Fees
The following table presents the fees for professional audit services rendered by M&K CPAS, PLLC for the audits of the Registrant's annual financial statements for the years ended December 31, 2016 and 2015, and fees billed for other services rendered by M&K CPAS, PLLC during those periods.
|
|
Year Ended
|
|
Year Ended
|
|
|
December
31, 2016
|
|
December
31, 2015
|
Audit fees
(1)
|
$
|
20,800
|
$
|
24,000
|
Audit-related fees (2)
|
|
---
|
|
---
|
Tax fees
(3)
|
|
1,100
|
|
1,300
|
All other fees
|
|
---
|
|
---
|
(1) Audit fees consist of
audit and review services, consents and review of documents filed with the SEC.
|
(2) Audit-related fees
consist of assistance and discussion concerning financial accounting and reporting
standards and other accounting issues.
|
(3) Tax fees consist of
preparation of federal and state tax returns, review of quarterly estimated tax payments,
and consultation concerning tax compliance issues.
|
ITEM 15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.
Table of Contents
(a) The exhibits listed below are filed as part of this annual report.
3.1
|
Articles of Incorporation, attached to the Company's Form S-1 as filed with the SEC
on February 21, 2006.
|
3.2
|
Certificate of Amendment to Articles of Incorporation,
attached to the Company's Form S-1 as filed with the SEC on
February 21, 2006.
|
3.3.1
|
Amended
and Restated Articles of Incorporation,
attached to the Company's Form S-1/A as filed with the SEC
on June 29, 2006.
|
3.4
|
Amended Bylaws,
attached to the Company's Form S-1 as filed with the SEC on
February 21, 2006.
|
4.1
|
Certificate of Designation of Series B Preferred Stock dated
August 30, 2013, filed herewith.
|
10.16
|
Employment Agreement between the Company and Timothy E.
Vance, as amended, filed herewith.
|
10.17
|
Employment Agreement between the Company and Gary Woerz, as
amended, filed herewith.
|
31.1
|
Certificate
of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
filed herewith
|
31.2
|
Certificate
of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
filed herewith
|
32.1
|
Certificate
of the Chief Executive Officer to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith
|
32.2
|
Certificate
of the Chief Financial Officer to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned.
DATA CALL TECHNOLOGIES INC.
By:
/s/ Timothy E. Vance
Timothy E. Vance
Chief Executive Officer and Chairman
(Principal Executive Officer)
Date: April 12, 2017
By:
/s/ Gary D. Woerz
Gary D. Woerz
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date: April 12, 2017
Pursuant to the requirements of the Securities Act of 1934, this report has been signed by
the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
By:
/s/
Timothy E. Vance
Timothy E. Vance
Chairman
Date: April 12, 2017
By:
/s/ Gary D. Woerz
Gary D. Woerz
Director
Date: April 12, 2017
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