U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ___________ to ___________
Commission file number: 000-29087
(Name of small business issuer in its charter)
Nevada | | 87-0374623 |
(State or other jurisdiction of | | (IRS Employer |
incorporation or organization) | | Identification No.) |
407 W Imperial Hwy, Suite 314, Brea, CA | | 92821 |
(Address of principal executive offices) | | (Zip Code) |
(Issuer's telephone number)
145 S. State College Blvd, Suite 350, Brea, CA | 92821 |
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS
The Registrant has 32,624,562 shares outstanding, par value $.001 per share as of, November 12, 2007. The Registrant has 508,500 shares of Preferred Stock Series B issued and outstanding as of, November 12, 2007.
Transitional Small Business Disclosure Format (check one): Yes o No x
TABLE OF CONTENTS
| | Page No. |
| | |
PART I. | FINANCIAL INFORMATION | |
| | |
Item 1. | Financial Statements | 3 |
| Balance Sheet (unaudited) | 3-4 |
| Statements of Operations (unaudited) | 5 |
| Statements of Cash Flows (unaudited) | 6 |
| Notes to Financial Statements | 7 |
| | |
Item 2. | Management's Discussion and Analysis of Plan of Operation | 9 |
| | |
Item 3. | Controls and Procedures | 13 |
| | |
PART II. | OTHER INFORMATION | |
| | |
Item 1. | Legal Proceedings | 14 |
| | |
Item 2. | Unregistered Sales of Equity and Use of Proceeds | 14 |
| | |
Item 3. | Defaults upon Senior Securities | 14 |
| | |
Item 4. | Submission of Matters to a Vote of Security Holders | 14 |
| | |
Item 5. | Other Information | 14 |
| | |
Item 6. | Exhibits and Reports on Form 8-K | 14 |
| | |
Signatures | 15 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The condensed financial statements of Datascension, Inc., a Nevada corporation("DSEN") included herein have been prepared in accordance with the instructions to quarterly reports on Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote data necessary for fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in DSEN's Annual Report on Form 10-KSB for the year ended December 31, 2006.
In the opinion of management, all adjustments necessary in order to make the financial position, results of operations and changes in financial position at September 30, 2007, and for all periods presented not misleading have been made. The results of operations for the period ended September 30, 2007 are not necessarily an indication of operating results to be expected for the full year ending December 31, 2007.
DATASCENSION, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
| | Unaudited | | Audited | |
| | | | | |
| | 9/30/2007 | | 12/31/2006 | |
Current Assets: | | | | | | | |
Cash | | $ | 305,150 | | $ | 592,289 | |
Accounts receivable | | | 3,334,896 | | | 2,405,759 | |
Prepaid expenses | | | 803,529 | | | 259,626 | |
Total current assets | | | 4,443,575 | | | 3,257,674 | |
| | | | | | | |
Property and equipment, net of accumulated Depreciation | | | 3,202,247 | | | 3,135,930 | |
| | | | | | | |
Other Assets: | | | | | | | |
Website assets, net of amortization | | | 3,207 | | | 3,207 | |
Deposits | | | 15,618 | | | 41,749 | |
Goodwill | | | 1,692,782 | | | 1,692,782 | |
Total other assets | | | 1,711,607 | | | 1,737,738 | |
| | | | | | | |
Total Assets | | $ | 9,357,429 | | $ | 8,131,342 | |
LIABILITIES AND STOCKHOLDERS' EQUITY
| | 9/30/2007 | | 12/31/2006 | |
Current Liabilities: | | | | | | | |
Accounts payable | | $ | 243,616 | | $ | 259,655 | |
Accrued expenses | | | 487,504 | | | 454,881 | |
Short term notes payable | | | 1,238,603 | | | 356,625 | |
Current portion of long-term notes payable | | | 2,590,566 | | | 1,169,819 | |
Total current liabilities | | | 4,560,289 | | | 2,240,980 | |
| | | | | | | |
Long-Term Debt | | | | | | | |
Long-term notes payable, net of current portion | | | 933,795 | | | 4,668,455 | |
Total long-term debt | | | 933,794 | | | 4,668,455 | |
| | | | | | | |
Total Liabilities | | | 5,494,083 | | | 6,909,435 | |
| | | | | | | |
Stockholders' Equity: | | | | | | | |
Common stock: | | | | | | | |
Common stock, $0.001 par value, 200,000,000 shares authorized; 32,664,562, and 23,031,547 shares issued,32,664,562 and 22,935,714 outstanding at September 30, 2007 and December 31, 2006, respectively | | | 32,569 | | | 22,936 | |
Additional paid-in capital-common stock | | | 16,191,989 | | | 13,150,255 | |
Preferred stock Series B: | | | | | | | |
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 508,500 Series B shares issued and outstanding at September 30, 2007 and December 31, 2006 | | | 506 | | | 506 | |
Additional paid-in capital-preferred Series B | | | 481,995 | | | 481,994 | |
Treasury stock, at cost; 95,833 at September 30, 2007 | | | (134,388 | ) | | (134,388 | ) |
Accumulated deficit | | | (12,709,324 | ) | | (12,299,396 | ) |
Total stockholders' equity | | | 3,863,346 | | | 1,221,907 | |
Total Liabilities and Stockholders' Equity | | $ | 9,357,429 | | $ | 8,131,342 | |
The accompanying notes to the financial statements should be read in conjunction with the above financial statements.
DATASCENSION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | For the | | For the | | For the | | For the | |
| | 3 months ended | | 3 months ended | | 9 months ended | | 9 months ended | |
| | 9/30/2007 | | 9/30/2006 | | 9/30/2007 | | 9/30/2006 | |
| | | | | | | | | |
Revenue | | $ | 5,140,592 | | $ | 4,217,471 | | $ | 14,783,286 | | $ | 10,827,468 | |
| | | | | | | | | | | | | |
Cost of Goods Sold | | | 4,665,902 | | | 3,003,854 | | | 12,566,031 | | | 8,042,058 | |
| | | | | | | | | | | | | |
Gross Profit | | | 474,690 | | | 1,213,617 | | | 2,217,255 | | | 2,785,410 | |
| | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | |
Selling, general and administrative | | | 553,253 | | $ | 778,086 | | | 1,668,909 | | $ | 2,003,370 | |
Stock based compensation | | | - | | | - | | | - | | | 694,351 | |
Depreciation and amortization | | | 60,460 | | | 58,396 | | | 163,581 | | | 167,242 | |
Total expenses | | | 613,713 | | | 836,482 | | | 1,832,490 | | | 2,864,963 | |
| | | | | | | | | | | | | |
Operating Income | | | (139,023 | | | 377,136 | | | 384,765 | | | (79,553 | ) |
| | | | | | | | | | | | | |
Other Income (Expense): | | | | | | | | | | | | | |
Other expenses | | | - | | | - | | | - | | | - | |
Other income | | | - | | | 592,186 | | | - | | | 596,789 | |
Interest expense | | | (279,986 | ) | | (171,036 | ) | | (794,693 | ) | | (321,986 | ) |
Other Income (Expense) related to convertible | | | - | | | 1,738,467 | | | - | | | 1,513,649 | |
Interest income (expense) related to convertible | | | - | | | (357,976 | ) | | - | | | (738,654 | ) |
Total other income | | | (279,986 | ) | | 1,801,641 | | | (794,693 | ) | | 941,281 | |
| | | | | | | | | | | | | |
Net Income (loss) | | $ | (419,009 | ) | $ | 2,178,777 | | $ | (409,928 | ) | $ | 861,728 | |
| | | | | | | | | | | | | |
Basic weighted average number of common shares outstanding | | | 32,624,562 | | | 17,987,221 | | | 27,925,198 | | | 17,734,291 | |
| | | | | | | | | | | | | |
Diluted weighted average number of common shares outstanding | | | 32,624,562 | | | 48,715,151 | | | 27,925,198 | | | 48,462,221 | |
| | | | | | | | | | | | | |
Basic Net Income Per Share | | $ | ( 0.01 | ) | $ | 0.12 | | $ | (0.01 | ) | $ | 0.05 | |
| | | | | | | | | | | | | |
Diluted Net Income Per Share | | $ | (0.01 | ) | $ | 0.04 | | $ | (0.01 | ) | $ | 0.02 | |
The accompanying notes to the financial statements should be read in conjunction with the above financial statements.
DATASCENSION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | | | | |
| | Unaudited | | Unaudited | |
| | For the 9 months | | For the 9 months ended | |
| | 9/30/2007 | | 9/30/2006 | |
Cash Flows From Operating Activities: | | | | | | | |
Net income (loss) | | $ | (409,928 | ) | $ | 861,728 | |
Adjustments to reconcile net income to net Cash provided by operating activities: | | | | | | | |
Issued (canceled) for services and debt | | | - | | | 748,962 | |
Write off of century innovations | | | - | | | 108,469 | |
Noncash expenses associated with convertible debt | | | - | | | (308,413 | ) |
Change in warrant liability | | | - | | | 165,242 | |
Change in derivative liability | | | - | | | (444,527 | ) |
Depreciation and amortization | | | 163,581 | | | 167,242 | |
Increase in construction of progress | | | - | | | (1,696,400 | ) |
Forgiveness of debt | | | - | | | (592,186 | ) |
(Increase) decrease in accounts receivable | | | (929,138 | ) | | (61,272 | ) |
(Increase) in prepaid expenses | | | (543,903 | ) | | (161,472 | ) |
(Increase) decrease in deposits | | | 26,131 | | | (21,500 | ) |
Increase (decrease) in accounts payable | | | (16,039 | ) | | 228,848 | |
Increase (decrease) in accrued expenses | | | 32,623 | | | (15,407 | ) |
Net cash used by operating activities | | | (1,676,673 | ) | | (1,020,686 | ) |
| | | | | | | |
Cash Flows From Investing Activities: | | | | | | | |
Purchase of property and equipment | | | | | | (234,701 | ) |
Net cash used by investing activities | | | (229,898 | ) | | (234,701 | ) |
| | | | | | | |
Cash Flows From Financing Activities: | | | | | | | |
Increase (decrease) in notes payable | | | 881,978 | | | (279,375 | ) |
Increase (Decrease) in related party payable | | | - | | | (7,000 | ) |
Increase (Decrease) in convertible debt / notes payables | | | (2,313,914 | ) | | 2,120,495 | |
Issuance of common stock | | | 3,051,368 | | | 30,000 | |
Net cash provided by financing activities | | | 1,619,432 | | | 1,864,120 | |
| | | | | | | |
Net Increase (decrease) in cash | | | (287,139 | ) | | 608,733 | |
| | | | | | | |
Balance, Beginning | | | 592,289 | | | 275,286 | |
| | | | | | | |
Balance, Ending | | | 305,150 | | $ | 884,019 | |
| | | | | | | |
Interest Paid | | $ | 370,625 | | $ | 321,986 | |
Taxes Paid | | $ | 2,400 | | $ | - | |
| | | | | | | |
Supplemental disclosure of non-cash transactions | | | | | | | |
Debt converted to equity | | $ | 3,025,000 | | $ | - | |
The accompanying notes to the financial statements should be read in conjunction with the above financial statements.
DATASCENSION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - HISTORY AND ORGANIZATION OF THE COMPANY
Datascension, Inc. (formerly known as Nutek, Inc.) was incorporated in August 1991 under the laws of the State of Nevada as Nutek, Inc. (the "Company") and is engaged in the market research industry.
Datascension International, Inc. and related assets were purchased on September 27, 2001 for $2,200,000 using company shares at fair market value. Datascension International, Inc. is a data solutions company representing a unique expertise in the collecting, storage, processing, and interpretation of data. During 2002, Datascension International, Inc. expanded operations into Costa Rica.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Foreign Currency
DSEN maintains its accounting records in U.S. dollars and all payments are made in US dollars. Any resulting foreign exchange fluctuations do not affect the payment of employees, contract labor or off shore operations.
Revenue Recognition
We recognize revenues as the survey data is collected for the client in accordance with the terms of our agreements. Research products are delivered within a short period, generally ranging from a few days to approximately eight weeks. An appropriate deferral is made for direct costs related to contracts in process, and no revenue is recognized until delivery of the data has taken place. Billings rendered in advance of services being performed, as well as customer deposits received in advance, are recorded as a current liability included in deferred revenue. We are required to estimate contract losses, if any, and provide for such losses in the period they are determined and estimable. We do not believe that there are realistic alternatives to our revenue recognition policy given the short period of service delivery and the requirement to deliver completed surveys to our customers. We do not believe there is significant risk of recognizing revenue prematurely since our contracts are standardized, the earnings process is short and no single project accounts for a significant portion of our revenue.
Basis of Accounting
The Company's policy is to prepare the financial statements on the accrual basis of accounting. The Company’s year end is December 31.
In the opinion of management, all adjustments necessary in order to make the financial position, results of operations and changes in financial position at September 30, 2007, and for all periods presented not misleading have been made. The results of operations for the period ended September 30, 2007 are not necessarily an indication of operating results to be expected for the full year ending December 31, 2007.
Recently issued accounting standards
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." This Statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company has not yet determined the impact of the adoption of SFAS No. 159 on our financial statements and footnote disclosures.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment are made up of the following as of September 30, 2007:
| | $ | 922,889 | |
Office equipment | | | 1,072,913 | |
Leasehold improvements | | | 1,999,285 | |
Licenses | | | 230,000 | |
Accumulated depreciation | | | (1,022,840 | ) |
| | $ | 3,202,247 | |
NOTE 4 - NOTES PAYABLE
During the 9 months ended September 30, 2007, 171,429 shares of common stock were issued to settle $60,000 of the outstanding notes payable from the November 2004 financing.
During the same period, 6,559,919 shares were issued to settle $2,055,065 of principal and interest on the convertible notes. An additional 2,841,667 shares were issued to satisfy outstanding warrants, with the settlement of $912,500 of debt.
The total notes outstanding as of September 30, 2007 are $3,933,854 plus accrued interest of $245,436. As of September 30, 2007, there still remains $398,494 of debt discount which is being accreted over the term of the notes.
On March 17, 2007, the company issued a note payable for $50,000 at 15% per year. This note is due by March 17, 2009. 10,000 shares of common stock, valued at $4,800, were issued to the lender in connection with this note payable.
On May 25, 2007, the company issued a note payable for $250,000 at 1.5% per
month. This note has been paid in full.
NOTE 5 - STOCKHOLDERS' EQUITY
The company issued shares of common stock for services during the 9 months ended September 30, 2007.
50,000 shares were issued to a consultant as compensation, valued at $19,000.
10,000 shares were issued to a lender in connection with a loan made, these shares were valued at $0.48, the date of the note, or $4,800.
171,429 shares of common stock were issued to settle $60,000 of debt.
6,559,919 shares were issued to settle $2,055,065 of principal and interest on the convertible notes. An additional 2,841,667 shares were issued to satisfy outstanding warrants, with the settlement of $912,500 of debt.
There were no other issuances of stock or options other than those mentioned above.
NOTE 6 - RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2007, the company billed approximately $1,112,084 to Sandelman & Associates, a company controlled by a board member, which amounted to 7.5% of our total revenue for the period.
NOTE 7 - FOREIGN OPERATIONS
The company currently operates out of the United States, Costa Rica and the Dominican Republic. The future plans of the company are to expand its presence in Costa Rica and ultimately close its operations in the Dominican Republic. Management does not feel there is a currency risk or need to assess a foreign currency translation adjustment or other comprehensive income item as income and expense items are negotiated in the US dollar. The Company maintains their accountings records in U.S. dollars and all payments are made in US dollars. All debts and assets on the books of the company are valued based on US dollars and are not translated from a foreign currency amount. The Company currently coordinates all foreign operations, and supervision activities using part time employees, consultants and contract labor. All of the Company's workforce work outside of the United States. Senior management does maintain residence in the United States. Currently most clients are US based companies with the exception of one company located in Canada. Any resulting foreign exchange fluctuations do not affect the payment of employees, contract labor or off shore operations.
NOTE 8 - CREDIT AGREEMENT
On September 6, 2007, Datascension, Inc. (the “Company”), as borrower, entered into a Credit Agreement with Comerica Bank, as lender (dated as of August 30, 2007), which provides for a revolving credit facility of up to $2,000,000. The Credit Agreement provides for a one year term, and outstanding balances bear interest at the rate equal to the prime rate (as determined by Comerica Bank from time to time) plus two percent (2%). Under the Credit Agreement, the Company may borrow funds from Comerica Bank from time to time in an amount equal to 85% of eligible receivables (as set forth in the Credit Agreement), and all advances under the Credit Agreement are secured by a first lien against all of the assets of Datascension, Inc. and its subsidiary, Datascension, Inc. (a California corporation), as well as a pledge of the stock of the subsidiary.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following is a discussion of certain factors affecting DSEN's results of operations, liquidity and capital resources. You should read the following discussion and analysis in conjunction with the Registrant's condensed consolidated financial statements and related notes that are included herein under Item 1 above.
Overview
Datascension Inc, ("DSEN") through its sole subsidiary Datascension International, Inc, is engaged in data gathering and conducting outsourced market research. Its expertise is in the collection, storage, and processing of data. Datascension International's management team has over 30 years of experience in working with clients to gather the information they need to make changes or advancements to their operations. Datascension International services a variety of industries and customers (including the hospitality, entertainment, and automotive sectors) with emphasis and commitment to customer service, quality assurance and on-time project management.
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences may be material.
We believe the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.
Foreign Currency
DSEN maintains its accounting records in U.S. dollars and all payments are made in US dollars. Any resulting foreign exchange fluctuations do not affect the payment of employees, contract labor or off shore operations.
Revenue Recognition.
We recognize revenues as the survey data is collected for the client in accordance with the terms of our agreements. Research products are delivered within a short period, generally ranging from a few days to approximately eight weeks. An appropriate deferral is made for direct costs related to contracts in process, and no revenue is recognized until delivery of the data has taken place. Billings rendered in advance of services being performed, as well as customer deposits received in advance, are recorded as a current liability included in deferred revenue. We are required to estimate contract losses, if any, and provide for such losses in the period they are determined and estimable. We do not believe that there are realistic alternatives to our revenue recognition policy given the short period of service delivery and the requirement to deliver completed surveys to our customers. We do not believe there is significant risk of recognizing revenue short and no single project accounts for a significant portion of our revenue.
Basis of Accounting
The Company's policy is to prepare the financial statements on the accrual basis of accounting. The Company's year end is December 31.
In the opinion of management, all adjustments necessary in order to make the financial position, results of operations and changes in financial position at September 30, 2007, and for all periods presented not misleading have been made. The results of operations for the period ended September 30, 2007 are not necessarily an indication of operating results to be expected for the full year ending December 31, 2007.
Recently issued accounting standards
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." This Statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company has not yet determined the impact of the adoption of SFAS No. 159 on our financial statements and footnote disclosures.
DSEN's website address is http://www.datascension.com.
Results of Operations
Analysis of the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006.
For the nine-months, ended September 30, 2007, DSEN has generated $14,783,286 in revenues compared to $10,827,468 in revenues for the nine-months ended September 30, 2006, for an increase of $3,995,818. The increase in revenue is a result of an increase in new clients, along with an increase in number of hours billed and hourly billing rates.
Cost of goods sold for the nine-months ended September 30, 2007 was $12,566,031 compared to $8,042,058 for the nine-months ended September 30, 2006 or an increase of $4,523,973. This increase was a result of the increased clients and service contracts completed, as well as the increase in operating costs associated with the new facility in Costa Rica and costs associated with technology implementation at the new facility.
Total general and administrative expenses decreased to $1,668,909 for the nine-months ended September 30, 2007 from $2,003,370 for the nine-months ended September 30, 2006, a net decrease of $334,461. The decrease is due to largely to a consolidation of operations in Central America and reduction in operating costs.
There was no stock based compensation for the nine months ended September 30, 2007 and $694,351 in stock based compensation for the nine months ended September 30, 2006.
Depreciation expense for the nine-months ended September 30, 2007 was $163,581 compared to $167,242 for the nine-months ended September 30, 2006, a minimal decrease of $3,661. The decrease resulted from no purchases or minimal purchase of additional assets in the last twelve months.
Interest expense for the nine months ended September 30, 2007 was $794,693 compared to $321,986 for the nine-months ended September 30, 2006 an increase of $472,707. This increase relates to the debt funding increase in the last twelve months.
Datascension generated net loss of $409,928 for the nine-months ended September 30, 2007, versus $861,728 for the same period in 2006. The decrease in net income of $1,271,656 is primarily a result of increased revenue and lack of stock based compensation in the first nine months of 2007. For the nine-months ended September 30, 2007, DSEN decreased its working capital position by a net amount of $1,208,916 from $1,092,202 as of December 31, 2006 to $(116,714) as of September 30, 2007. This is mainly due to an increase in accounts receivable of $929,137 and an increase in prepaid expenses of $543,903, offset by an increase in short term notes payable of $**1,978 and an increase in current portion of long-term notes payable of $1,420,707.
Significant Subsequent Events occurring after September 30, 2007: None.
Capital Resources and Liquidity
On September 30, 2007 DSEN had total assets of $9,357,429 compared to $7,915,359 on September 30, 2006, an increase of $1,226,087. The reason for the increase in assets is a result of the increase in accounts receivable and prepaid expenses. DSEN had a total stockholders' equity of $3,863,346 on September 30, 2007 compared to $2,257,104 on September 30, 2006, an increase in equity of $2,641,439, which is in part due to the marked increase of assets over the past 12 months and conversion of indebtedness into common stock, which drove marked increases in paid in capital.
All assets are booked at historical purchase price and there is no variance between book value and the purchase price.
On September 30, 2007 DSEN had Property and Equipment of $3,202,247 compared to $1,005,857 on September 30, 2006, or an increase of $2,196,390 which is a result of the completion of the new facility in Costa Rica at the end of 2006.
As discussed above DSEN intends to meet its financial needs for operations through the collection of accounts receivable and servicing of current contracts.
DSEN's capital resources are comprised primarily of private investors, who are either existing contacts of the Registrant's management or who come to the attention of the Registrant through brokers, financial institutions and other intermediaries. The Registrant’s access to capital is always dependent upon general financial market conditions. The Registrant's capital resources are not anticipated to change materially in 2007.
DSEN has financed operations through the collections of accounts receivable, servicing of existing contracts and the sale of common stock and through financing from financial institutions. In order to sustain operations in the near term, it is anticipated that DSEN has sufficient working capital due to revenues received and fundraising activities in the fourth quarter of 2006, although it may need to raise additional capital to expand operations. If it is unable to raise this capital, it may be unable to continue to increase operations.
DSEN's future capital requirements will depend on numerous factors, including the profitability of our research projects and our ability to control costs. We believe that our current assets will be sufficient to meet our operating expenses and capital expenditures. However, we cannot predict when and if any additional capital contributions may be needed and we may need to seek one or more substantial new investors. New investors could cause substantial dilution to existing stockholders.
There can be no assurances that DSEN will be successful in raising additional capital via debt or equity funding, or that any such transactions, if consummated, will be on terms favorable to DSEN. In the event that additional capital is not obtained from other sources, it may become necessary to alter development plans or otherwise abandon certain ventures.
If DSEN needs to raise additional funds in order to fund expansion, develop new or enhanced services or products, respond to competitive pressures or acquire complementary products, businesses or technologies, any additional funds raised through the issuance of equity or convertible debt securities, the percentage ownership of the stockholders of DSEN will be reduced, stockholders may experience additional dilution and such securities may have rights, preferences or privileges senior to those of DSEN's Common Stock. DSEN does not currently have any contractual restrictions on its ability to incur debt and, accordingly, DSEN could incur significant amounts of indebtedness to finance its operations. Any such indebtedness could contain covenants, which would restrict DSEN's operations.
Off-Balance Sheet Arrangements.
DSEN currently does not have any off-balance sheet arrangements.
Forward-Looking Information
This quarterly report contains forward-looking statements. The forward- looking statements include all statements that are not statements of historical fact. The forward-looking statements are often identifiable by their use of words such as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," "Plans" or the negative or other variations of those or comparable terms. Our actual results could differ materially from the anticipated results described in the forward-looking statements. Factors that could affect our results include, but are not limited to, those discussed in Item 2, "Management's Discussion and Analysis or Plan of Operation" and included elsewhere in this report. DSEN makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.
Item 3. Controls and Procedures.
(a) Our Chief Executive Officer (CEO) and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon the evaluation, concluded that the disclosure controls and procedures are effective in ensuring all required information relating to DSEN is included in this quarterly report.
We also maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
(b) Changes in internal controls. During our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that occurred that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Item 1. Legal Proceedings.
DSEN is not a party to any pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against DSEN. To the knowledge of management, no director, executive officer or affiliate of DSEN, any owner of record or beneficially of more than 5% of DSEN's common stock is a party adverse to DSEN or has a material interest adverse to DSEN in any proceeding.
Item 2. Unregistered Sales of Equity Security and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
(a) Exhibit 10.46. Credit Agreement with Comerica Bank, dated as of August 30, 2007, and related ancillary agreements.
(b) Exhibit 31. Certifications required by Rule 13a-14(a) or Rule 15d- 14(a)
31.1 Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(c) Exhibit 32. Certifications required by Rule 13a-14(b) or Rule 15d- 14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.1 Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Reports on Form 8-K
Current report on Form 8-K, filed on September 10, 2007, with respect to the Company’s Credit Agreement with Comerica Bank.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Datascension, Inc. |
|
/s/ D. Scott Kincer |
D. Scott Kincer |
President, Chairman and Director |
(Principal Executive Officer) |
|
/s/ D. Scott Kincer |
D. Scott Kincer |
(Principal Financial Officer) |
|
Date: November 16, 2007 |
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
D. Scott Kincer |
President, Chairman and Director |
(Principal Executive Officer) |
|
/s/ D. Scott Kincer |
D. Scott Kincer |
(Principal Financial Officer) |
|
Date: November 16, 2007 |