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EX-32 - EXHIBIT 32.1 - Data Call Technologiesexh32_1.htm
EX-31 - EXHIBIT 31.1 - Data Call Technologiesexh31_1.htm
EX-31 - EXHIBIT 31.2 - Data Call Technologiesexh31_2.htm
EX-32 - EXHIBIT 32.2 - Data Call Technologiesexh32_2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 10-Q
___________________

ý                                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2011

  

OR

 

¨                                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from          to

 

Commission file number 333-131948
 

DATA CALL TECHNOLOGIES, INC.
(Exact Name Of Registrant As Specified In Its Charter)

Nevada 30-0062823
(State of Incorporation) (I.R.S. Employer Identification No.)
   
600 Kenrick, Suite B-12, Houston, TX 77060
(Address of Principal Executive Offices) (ZIP Code)

 Registrant's Telephone Number, Including Area Code: (832) 230-2379

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer ¨ Accelerated filer ¨  Non-Accelerated filer ¨  Smaller reporting company x

On March 31, 2011, the Registrant had 99,382,100 shares of common stock outstanding.






 

TABLE OF CONTENTS

Item
Description
Page

PART I - FINANCIAL INFORMATION

 

ITEM 1.

          3   

ITEM 2.

          3    
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6

ITEM 4.

          6    
 

PART II - OTHER INFORMATION

 

ITEM 1.

          6   
ITEM 1A.    RISK FACTORS 6

ITEM 2.

          6    

ITEM 3.

          6    

ITEM 4.

          7    

ITEM 5.

          7    
ITEM 6.    EXHIBITS. 7

 




PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS Back to Table of Contents

    Balance Sheets - March 31, 2011 (Unaudited) and December 31, 2010 (audited) 3
    Statements of Operations - Three Months Ended March 31, 2011 and 2010 (Unaudited) 4
    Statements of Cash Flows - Three Months Ended March 31, 2011 and 2010 (Unaudited) 5
Notes to Financial Statements 6

 

DATA CALL TECHNOLOGIES, INC.
Balance Sheets Back to Table of Contents
March 31, 2011 (Unaudited) and December 31, 2010 (Audited)
 

Assets

December 31, 2010
  March 31, 2011 (Audited)
Current assets:
   Cash $ 3,352 $ 23,052
   Accounts receivable 22,895 26,472
   Prepaid expenses 30,000 30,000
     Total current assets 56,247 79,524
 
Property and equipment 121,176 121,176
   Less accumulated depreciation and amortization 115,882 115,043
     Net property and equipment 5,294 6,133
 
Other assets 5,255 5,255
       Total assets $ 66,796 $ 90,912
 

Liabilities and Stockholders' Equity (Deficit)

 
Current liabilities:
   Accounts payable 54,693 35,059
   Accrued salaries 163,204 193,456
   Short-term note payable to shareholder 55,000 55,000
     Total current liabilities 272,897 283,515
  
       Total liabilities 213,797 213,797
 
Stockholders' equity:
   Preferred stock, $.001 par value. Authorized 10,000,000 shares:
     Series A 12% Convertible - 800,000 shares issued and outstanding
     at March 31, 2011 and December 31, 2010 800 800
   Common stock, $.001 par value. Authorized 200,000,000 shares:
     99,382,100 shares issued and outstanding at March 31, 2011,
     99,382,100 shares issued and outstanding at December 31, 2010 99,382 99,382
   Additional paid-in capital 8,683,108 8,683,108
   Accumulated deficit (8,906,892) (8,893,404)
  (123,602) (110,114)
   Deferred stock compensation (82,499) (82,499)
     Total stockholders' equity (deficit) (206,101) (192,613)
       Total liabilities and stockholders' equity $ 66,796 $ 90,912
 
The accompanying notes are an integral part of these financial statements.


DATA CALL TECHNOLOGIES, INC.
Statements of Operations Back to Table of Contents
Three Months Ended March 31, 2011 and 2010 (Unaudited)
 
Three Months Three Months
ended ended
March 31, 2011 March 31, 2010
 
Revenues
   Sales $ 129,682 $ 95,323
   Cost of sales 29,440 24,598
     Gross margin 100,242 70,725
 
Operating expenses:
   Employee compensation 73,100 90,557
   Legal and accounting 8,547 41,458
   Product development costs 222 -
   Travel 1,001 8,806
   Office and equipment rental 3,799 5,136
   Office supplies and expenses 2,063 2,339
   Telephones and utilities 5,065 4,384
   Advertising 16,633 9,897
   Other 2,462 5,298
   Depreciation and amortization expense 838 2,942
     Total operating expenses 113,730 170,817
 
       Net loss before income taxes (13,488) (100,092)
 
Provision for income taxes - -
       Net loss $ (13,488) $ (100,092)
 
Net loss per common share - basic and diluted:
Net loss applicable to common shareholders $ (0.00) $ (0.00)
   
Weighted average common shares:
   Basic and Diluted 99,382,100 85,882,100
 
The accompanying notes are an integral part of these financial statements.


DATA CALL TECHNOLOGIES INC.
Statements of Cash Flows Back to Table of Contents
Three Months Ended March 31, 2011 and 2010 (Unaudited)
 
Three Months Three Months
Ended Ended
March 31, 2011 March 31, 2010
Cash flows from operating activities:
   Net loss $ (13,488) $ (100,092)
   Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation 839 2,942
    Amortization of deferred compensation - 25,833
    Stock options and warrants issued for services - 12,665
   (Increase) decrease in operating assets: 
      Accounts receivable 3,577 6,407
   Increase (decrease) in operating liabilities: 
    Accounts payable 19,624 19,037
     Accrued salaries and related liabilities (30,232) 10,800
       Net cash used in operating activities  (19,700) (22,408)
 
Cash flows from investing activities
   Purchase of property and equipment - -
       Net cash used in investing activities - -
 
Cash flows from financing activities:
  Proceeds from issuance of convertible preferred stock - 30,000
       Net cash provided by financing activities - 30,000
 
       Net increase (decrease) in cash  (19,700) 7,592
Cash at beginning of year 23,052 37,531
Cash at end of year $ 3,352 $ 45,123
 
The accompanying notes are an integral part of these financial statements.


DATA CALL TECHNOLOGIES, INC.
Notes to Financial Statements
Back to Table of Contents
March 31, 2011

(1) General

Data Call Technologies, Inc. (the "Company") was incorporated under the laws of the State of Nevada in 2002. The Company's mission is to integrate cutting-edge information delivery solutions that are currently deployed by the media, and put them within the control of retail and commercial enterprises. The Company's software and services put its clients in control of real-time advertising, news, and other content, including emergency alerts, within one building or 10,000, local or thousands of miles away.

The accompanying unaudited financial statements have been prepared in accordance with U. S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2011 are not indicative of the results that may be expected for the year ending December 31, 2011.

As contemplated by the Securities and Exchange Commission (SEC) under Rules of Regulation S-X, the accompanying financial statements and related footnotes have been condensed and do not contain certain information that will be included in the Company's annual financial statements and footnotes thereto. For further information, refer to the Company's audited consolidated financial statements and related footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2010.

(2) 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.

(3) Recent Accounting Pronouncements

In June 2010, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) , which is effective for us beginning January 1, 2011. This Statement amends Financial Accounting Standards Board Interpretation ( “FIN” ) No. 46(R), Consolidation of Variable Interest Entities an interpretation of ARB No. 51 , to require revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. We believe the adoption of this pronouncement will not have a material impact on our financial statements.

Management has reviewed this new standard and believes that is no impact on the financial statements of the Company at this time; however, it may apply in the future.

(4) Capital Stock, Options and Warrants

The Company is authorized to issue up to 10,000,000 shares of Preferred Stock, $.001 par value per share, of which 600,000 shares of Series A convertible preferred stock are outstanding at March 31, 2011 and 0 at March 31, 2010. 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.

The Company is authorized to issue up to 200,000,000 shares of Common Stock, of which 85,882,100 shares were issued and outstanding at March 31, 2011, and 17,600,000 shares were reserved for issuance pursuant to the exercise of outstanding stock options and warrants as of March 31, 2011.


The following table summarizes information about options and warrants outstanding at March 31, 2011 and 2010:

Shares

Weighted Average Exercise Price March 31, 2011

Shares

Weighted Average Exercise Price March 31, 2010

Outstanding at beginning of period

17,600,000

$

.10

17,600,000

$

.10

Granted

-

-

-

-

Exercised

-

-

-

-

Canceled

-

-

-

-

Outstanding at end of period

17,600,000

$

.10

17,600,000

$

.10

 

Weighted average fair value of options and warrants granted during the period

None

N/A

none

$

N/A

Exercisable at end of period

17,600,000

$

.10

17,600,000

.10

Stock-based compensation is composed of the following for the three-months ended March 31, 2011 and 2010:

2011

2010

Stock-based compensation at fair value

$

-

$

-

Options and warrants

-

12,665

Amortization of deferred stock compensation

-

25,833

Total stock-based compensation expense

$

-

$

38,498

(5) Going Concern

The Company is operating with limited capital. Successful development and marketing of the Company’s products and the procurement of additional financing is necessary for the Company to continue as a going concern.

In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon continued operations of the Company. Management believes that actions presently being taken to obtain additional equity financing will provide the opportunity to continue as a going concern.

(6) Subsequent Event and Contingencies

On April 23, 2010 the Company, its Chief Executive Officer and the Chairman of the Board of Directors (the “ Defendants”) were served with a lawsuit by a former officer who resigned from of his position with the Company in 2003, prior to the Company becoming a publicly traded company. The former officer claims that the Company owes him 4,500,000 shares of the Company's common stock. The lawsuit charges the Defendants with: 1) securities fraud, 2) breach of fiduciary duty, 3) common law fraud, 4) conversion, and 5) unjust enrichment.

Management feels that the former officer's claim is wholly without merit and that management believes that the Company will prevail. As a result, no liability has been established for this contingent liability.

On March 20, 2009 the company entered into a contract with PrioServ and agreed to pay $150,000 and 2,500,000 shares of stock for the client base, information technology, corporate knowledge and infrastructure related to Prioserv’s existing operations.. Completion of this contract was anticipated to occur in 2009, but has been delayed due to lack of funding. Both parties have agreed to extend the agreement indefinitely and consummate it whenever funds become available.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION Back to Table of Contents

Some of the statements contained in this quarterly report of Data Call Technologies, Inc., Nevada corporation (hereinafter referred to as "we", "us", "our", "Company" and the "Registrant") discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

Data Call Technologies, Inc. ("DataCall," or the “Company”) was incorporated under the laws of the State of Nevada as Data Call Wireless on April 4, 2002. On March 1, 2006, we changed our name to Data Call Technologies, Inc.

Our mission is to integrate cutting-edge information/content delivery solutions currently deployed by the media and make this content rapidly available to and within the control of our retail and commercial clients. The Company's software and services put its clients in control of real-time, news, and other content, including emergency alerts, displayed within one building as well as to thousands of local, regional and national clients, through Digital Signage and Kiosk networks.

Our business plan is to focus on growing our client base by continued offering of real-time information/content, seeking to continually improve the delivery, security and variety of information/content to the Digital Signage and Kiosk community, while developing a similar offering for smart phones through the app community.

OVERVIEW

What Is Digital Signage?

Plasma and LCD displays are rapidly 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 seen, 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” characteristic of the presentation has taken center stage Dynamic being fresh, relevant, updated content.

Digital Signage Comes of Age

Digital signage is coming of age and DataCall Technologies has been there from the start Five years ago, a company wanting to take the digital signage plunge was faced with a myriad of hardware and software companies, all offering their own “vision” of what digital signage should be. They were given the tools of digital signage, but were left pretty much left to their own devices as to what to build. Those companies that took the early plunge where then faced with the fact that no one had come before them to show the rights and wrongs, the dos and don’ts of content development. But, even at this early stage of the game, DataCall recognized that these pioneers of digital signage lacked a key component that would become an integral part of any successful implementation-active content.

In the years since those early days of digital signage, the market has taken care of weeding out the weaker providers of hardware and software. Companies now have a clearer understanding of what digital signage is, what is needed for a successful implementation and the best use of content space given their more-defined and attainable goals. In the past three years, as the cost of platforms, supporting infrastructure and displays has fallen dramatically; digital signage has become more accessible to a wider range of companies while the growing Kiosk market has cross-pollinated with Digital Signage. And those combined companies are realizing that the initial, one-time cost of getting into the game is far outweighed by the cost of staying in the game, in the form of ongoing content development. As the cost of deployment decreased, companies began focusing on attention-grabbing content. Whether the goal of the presentation was product branding, marketing or assisted selling, content became king. Active content is on everyone’s “needs” list because it is proven to draw customers to the core message and keep customers engaged throughout the presentation, And DataCall stands ready to serve this exploding market.

The Need for Speed--Active Content

Active content is that part of a digital signage presentation that is constantly updated with timely and relevant information. 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 DataCall, 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 DataCall’s integrated content rather than shoehorning broadcast content into their digital signage presentation.

However, by integrating DataCall’s active content alongside their presentations, companies can provide the entertainment content so necessary in dwell-time retention without disrupting the core message of the presentation. Information categories provided by DataCall include news, weather, sports, financial data and the latest traffic alerts, amongst others. With such a broad range of offerings, companies have access to the active and dynamic content they need, regardless of the market they are addressing.

DataCall Opportunities

The opportunities for DataCall in the digital signage industry are countless. Many companies nowadays would outsource all or part of their content creation. DataCall stands ready as their outsourced provider of active content data. Whether it’s general entertainment information (news, sports, stocks, etc.) or location-targeted active content (weather, traffic, etc), research is validating the long-held assumption that it is active content that draws viewers to digital signage and keeps them engaged throughout the presentation.

Over the past six years, DataCall has worked with the industry leaders in digital signage to develop the data formats and communication methods to allow DataCall’s active content to be easily integrated into their hardware and software products.

Partners, Not Customers

DataCall’s approach to customer relations is to not accumulate customers, but to build partnerships. Each DataCall partner is as unique as the digital signage market they service, and each has their own requirements for active content. In developing active content for digital signage, DataCall identified three factors that had to be addressed - reliability, objectivity and ease of implementation. To address the reliability requirement, DataCall opted to license information from the leaders that create news, weather, sports and financial data rather than “scrapping” information from the Internet (which can be illegal) or pulling RSS feeds (which may come and go at the provider’s whim). Licensing data from these providers also satisfied the second requirement, objectivity. The Internet is as littered of slanted opinions and hidden agendas as there are users of the Internet, So arbitrarily allowing these “news” sources to go unchecked into DataCall’s active content was completely unacceptable. Finally, the third requirement, ease of implementation, was address by both DataCall’s licensing of data and the method by which it was disseminated to their partners.

DataCall understood that digital signage and Kiosk implementers had larger issues to tackle than the multitude of licenses that would need to be managed and the varying formats of the source data to be dealt with if active content was obtained from multiple vendors. DataCall offers a “one stop shop” for all of their active content requirements covered by a single license. Ease of implementation also would require that the multiple formats of all DataCall’s data providers be distilled into a single format. Because active content may be displayed in a multitude of ways (banners, tickers, scrolls or artistically integrated with the overall presentation), DataCall produced a set of common data layouts in the industry-standard XML (extensible markup language) format. Many partners find these formats to be easily integrated into their products, but in several cases, DataCall has produced customized data formats to the exact requirements of their partners. This customization ensures the highest level of reliable and ease of integration possible.

Market demand, opportunity and technology converge at a single point in time, and DataCall is there. 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

We currently offer our Direct Lynk Messenger service to customers through the Internet. The Direct Lynk Messenger Service is a Digital Signage product and real-time information service which provides a wide range of up-to-date information for display. The Direct Lynk Messenger service is able to work concurrently with customers' existing digital signage systems.

Digital Signage is still a relatively new and exciting method advertisers can use to promote, inform, educate, and entertain clients and customers about their businesses and products. Through Digital Signage, companies and businesses can use a single television or a series of networked flat LCD or Plasma screens to market their services and products on site to their clients and customers in real time. Additionally, because Digital Signage advertising takes place in real time, businesses can change their marketing efforts at a moments notice. We believe this real time advertising better allows companies to tailor their advertising to individual customers, and thereby advertise and sell inventory which appeals to those individual customers, thereby increasing sales and revenues. Benefits to Digital Signage compared to regular print or video advertising include, being able to immediately change a digitally displayed image or advertisement depending on the business’s current clients and customers, and not getting locked into print advertising days or months in advance, which may become stale or obsolete prior to the advertising date of such print advertising.

Data Call specializes in allowing its clients to create their own Digital Signage dynamic content feeds delivered, via the Internet, to digital display devices (plasma, LCD, Jumbotron, Kiosks etc.) at their establishments. The only requirements our clients must have are 1) a supported third party digital signage or Kiosk solution, or similar device, which receives the data from our servers via the Internet, and displays the content on digital displays and 2) an Internet connection. The Direct Lynk System is supported by various third party systems, varying in cost from $350 to $5,000, such as those marketed by 3M Digital Signage, BroadSign, ChyTV, Hughes, Key West Technologies, Coolsign, Scala, and Cisco amongst others .

The Direct Lynk System allows customers to select from the pre-determined data and information services described below,. The client may choose which individual locations and which displays they would like to receive our feeds based on how their digital signage network is configured.

The current types of data and information, for which a client is able to subscribe to through the Direct Lynk System include:

- Headline News top world and national news headlines;
- Business News top business headlines;
- Financial Highlights world-based financial indicators ;
- Entertainment News top entertainment headlines;
- Health/Science News top science/health headlines;
- Quirky News Bits latest off-beat news headlines;
- Sports Headlines top sports headlines
- Latest Sports Lines - latest sports odds for NFL, NBA, NHL, NCAA Football and NCAA Basketball;
- National Football League latest game schedule and in-game updates;
- National Basketball Association - latest game schedule and in-game updates;
- Major League Baseball - latest game schedule and in-game updates;
- National Hockey League - latest game schedule and in-game updates;
- NCAA Football - latest game schedule and in-game updates;
- NCAA Men's Basketball - latest game schedule and in-game updates;
- Professional Golf Association top 10 leaders continuously updated throughout the four-day tournament;
- NASCAR top 10 race positions updated every 20 laps throughout the race;
- Major league soccer;
- Traffic Mapping;
- Animated Doppler Radar and Forecast Maps;
- Listings of the day's horoscopes;
- Listings of the birthdays of famous persons born on each day;
- Amber alerts;
- Listings of historical events which occurred on each day in history; and
- Localized Traffic and Weather Forecasts.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements.

During the last twelve months, the Company has implemented cost management measurements to reduce monthly expenditures. Our current rate of monthly expenditures is approximately $30,000. We will continue these efforts to streamline operations, as we focus on increasing sales and gross revenues over the next twelve months. We currently have no plans to increase the number of employees. However, as new opportunities present themselves, we may find it necessary to bring human resources on staff to accommodate the preparations for those opportunities. We do not currently have any plans to increase our monthly expenditures or number of employees. We estimate the Company will generate revenues in excess of $500,000 in 2011.

We plan to continue to grow our business and market our Direct Lynk System to potential customers over the course of the next twelve months by marketing our technology to digital signage manufacturers, Kiosk manufactures, the mobile app market, trade magazines, trade shows and call centers. We will also continue on a limited basis our practice of providing potential customers free trials of the Direct Lynk System, for which we will receive no revenue, in an attempt to build both product awareness for the Direct Lynk System and to potentially lead to sales down the road, which in the opinion of our management has been successful both in building brand awareness for the Direct Lynk System and in bringing in new clients for subscriptions. We continually add subscribers for our technology throughout and intend to build and increase such subscribers moving forward.

We are planning and negotiating with current vendors and partners, to expand our offering to other lateral markets. Hardware, software, and sales processes are currently being modified and/or developed. We are currently in the completion phases of our mobile application platform that we expect to bring to market during fiscal year 2011.

Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010

Our revenues for the three months ended March 31, 2011 were $129,682, compared to $95,323 for the three-month period ended March 31, 2010, representing an increase of $34,359 or an increase of 26.5%from the same period in the prior year. The increase in revenues was mainly due to the expansion of current customer networks as well as new sales generation..

Costs of sales for the three months ended March 31, 2011 were $29,440, compared to $24,598 the three-month period ended March 31, 2011 an increase of $4,842 or about 16%. Costs of sales do not increase in direct proportion to a decrease in revenues because costs of sales are related to the bandwidth required to provide the subscription services and new products

Gross margins for the three months ended March 31, 2011 were $100,242 or 77%, compared to $70,725 or 74% for the three-month period ended March 31, 2010.

Operating expenses for the three months ended March 31, 2011 were $113,730, compared to $170,817 for the three-month period ended March 31, 2010, representing an decrease of $57,087 or a 33% decrease from the same period in the prior year. The decrease in operating expenses is mainly due to a- decrease in compensation costs legal and accounting expenses.

Net loss for the three months ended March 31, 2011 was $(13,488), compared to $(100,092) for the three-month period ended March 31, 2010. The improvement in our net loss is due to the company’s ongoing efforts to decrease operating expenses as noted above.

Liquidity and Capital Resources

We had total current assets of $56,247, consisting of $3,352 of cash, $22,895 in accounts receivable and $30,000 in prepaid expenses. We had total current liabilities of $272,897 as of March 31, 2011, which represented $54,693 of accounts payable, $123,962 in accrued salaries and related liabilities and a $55,000 short-term note.

We had a negative working capital of $1552,408 and an accumulated deficit of $8,683,108 on March 31, 2011.

We used $19,700 of cash in our operating activities during the three-month period ended March 31, 2011, which was mainly due to a net loss of $13,488, an increase in accounts payables of $19,624 but offset by $29,432 in deferred revenues..

We had no investing activities during the three-month period ended March 31, 2011. We received $30,000 from financing activities through the issuance of preferred shares during the three months ended March 31, 2011.

Due to our limited cash position, we believe that we have to raise additional funds to continue our operations for approximately the next three months. We believe we will require approximately $500,000 to maintain our operations for the next twelve months. We plan to raise additional capital through the sale of debt and/or equity, which sales may cause dilution to our then existing shareholders, moving forward if needed to support our ongoing operations and expenses. There can be no assurances that we will be able to raise additional capital in the future, and/or that such sales of securities will not be on unfavorable terms.

Although we hope to generate meaningful revenues sufficient to support our operations in the next eight to twelve months, if we are unsuccessful in generating such revenues, we will likely need to take steps to raise equity capital or to borrow additional funds, to continue our operations and meet liabilities. We have no commitments from officers, Directors or affiliates to provide funding. Our failure to obtain adequate additional financing may require us to delay, curtail or scale back some or all of our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Back to Table of Contents

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

ITEM 4. CONTROLS AND PROCEDURES Back to Table of Contents

Evaluation of disclosure controls and procedures. As of March 31, 2011, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the  Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS  Back to Table of Contents

None.

ITEM 1A. RISK FACTORS Back to Table of Contents

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Description of Business, subheading Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Back to Table of Contents

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES Back to Table of Contents

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Back to Table of Contents

None.

ITEM 5. OTHER INFORMATION Back to Table of Contents

None.

ITEM 6. EXHIBITS Back to Table of Contents

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.

Description
31.1 Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

/s/ Timothy E. Vance
Timothy E. Vance
   CEO
   Dated: May 12, 2011

/s/ Larry Mosley
Larry Mosley
   CFO
   Dated: May 12, 2011