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Well i just sold.been fun talking to you all but ive lost enuff as it is.After i get an email from the ceo saying letter by end of year and he doesnt give nothing then i dont beleave any word he says now.I do hope everyone gets some of there money back tho and everyone has a good new year.
because the ceo not only told me but told a number of people in emails on here that a email would go out before the end of the year and what is that letter? So he just flat out lied
i dont understand why the ceo hasnt posted the letter when he said he qwould by the end of the year.He even said the same thing to me when i emailed him
taxloess i read that you had to sell last week to file on taxes because of the 3 days settle rule
Let it pop and pop and pop
Seems like it cant break .0064
here she goes wooohoo ride the train
up 16% looking good if this keeps going up in next few days and we get a pr or that letter this thing should explode
Hmm why is everything slow this morning
Should read this report . Im not sure if people has seen this but it explains alot but anyways
0QSB: DEALERADVANCE, INC.
Last update: 5:30 p.m. EST Nov. 16, 2007
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(EDGAR Online via COMTEX) -- Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
Definitions
All references to "we," "us," "our," the "Company" or similar terms used herein refer to DealerAdvance, Inc., a Nevada corporation, formerly known as TDT Development, Inc. and its wholly-owned subsidiary, Stronghold Technologies, Inc., a New Jersey corporation. All references to "Stronghold" used herein refer to just our wholly-owned subsidiary, Stronghold Technologies, Inc., a New Jersey corporation. All references to the "Predecessor Entity" refer to the New Jersey corporation we acquired on May 16, 2002, Stronghold Technologies, Inc., which was merged with and into Stronghold.
Our History
SAFE HARBOR STATEMENT
The statements contained in this Annual Report on Form 10-KSB that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 ("the Securities Act"), as amended and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In particular, our statements regarding the anticipated growth in the markets for our technologies, the continued development of our products, the approval of our Patent Applications, the successful implementation of our sales and marketing strategies, the anticipated longer term growth of our business, and the timing of the projects and trends in future operating performance are examples of such forward-looking statements. The forward-looking statements include risks and uncertainties, including, but not limited to, the timing of revenues due to the uncertainty of market acceptance and the timing and completion of pilot project analysis, and other factors, including general economic conditions, not within our control. The factors discussed herein and expressed from time to time in our filings with the SEC could cause actual results to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this filing and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
We were incorporated as a Nevada corporation on September 8, 2000, under the name TDT Development, Inc. On May 16, 2002, we acquired Stronghold Technologies, Inc., a New Jersey corporation referred to herein as our "Predecessor Entity", pursuant to a merger of the Predecessor Entity into our wholly-owned subsidiary, TDT Stronghold Acquisition Corp., referred to herein as "Acquisition Sub". As consideration for the merger, we issued 7,000,000 shares of our common stock, par value $0.0001 per share, to the stockholders of the Predecessor Entity in exchange for all of the issued and outstanding shares of the Predecessor Entity. Following the merger, Acquisition Sub, the survivor of the merger, changed its name to Stronghold Technologies, Inc. (NJ) and remains our only wholly-owned subsidiary. On July 11, 2002, we changed our name from TDT Development, Inc. to Stronghold Technologies, Inc. On July 19, 2002, we exchanged all of the shares that we held in our two other wholly-owned subsidiaries, Terre di Toscana, Inc. and Terres Toscanes, Inc., which conducted an import and distribution business specializing in truffle-based food product, for 75,000 shares of our common stock held by Mr. Pietro Bortolatti, our former president. In October 2006, we changed our name to DealerAdvance, Inc.
-9-
Overview of our Handheld Technology Business
On May 16, 2002, we entered the handheld wireless technology business via our acquisition by merger of the Predecessor Entity. The Predecessor Entity was founded on August 1, 2000 to develop proprietary handheld wireless technology for the automotive dealer software market. Since the merger of the Predecessor Entity into our subsidiary, in 2006 we ceased from continuing to conduct the Predecessor Entity's handheld wireless technology business and have developed a new web based platform called WebDA(TM) and currently offer the wireless technology created by the predecessor as an option.
Our Revenues Moving Forward
Beginning with the 4th Quarter of 2006 the Company's revenue model changed. Rather than being hardware driven, the Company has become software driven. In April 2007 the Company released its new web based platform WebDA(TM), moving the company from a server based platform operation, thus eliminating the high cost of maintaining inventory and installation costs. Our revenues are now generated from a one-time up-front payment and monthly recurring fees covering software licenses. Our license agreements are provided in twelve, twenty-four and thirty-six month terms. Typically, a $2,500 down payment, booked upon agreement of the contract, and a monthly fee of $1,500 over a twelve month term (these are approximate amounts, since exact amounts are negotiated between the Company and the customer) is booked monthly as revenue at an average annual fee of $20,500, inclusive of the down payment.
The Company currently has approximately 20 user contracts utilizing the Company's previous product (DealerAdvance(TM)) at dealerships throughout the United States. Management believes that the majority of those contracts, of which all are to expire in the next 12 months, will be resigned to the new WebDA(TM) contracts at the above-mentioned rates however it cannot provide any guarantee regarding these renewals.
Additionally, many of the Company's client customer base are part of dealer groups comprised of three or more dealerships. Up until now the Company has not been successful in leveraging its relationships with these dealers enabling the Company to place the DealerAdvance(TM) product into those additional group stores. Management now believes that because of the its new web based product and its newly developed client relationships, there is an opportunity to add an additional 20 to 50 client contracts over the next 12 to 18 months through these groups.
-10-
GENERAL AND ADMINISTRATIVE OPERATING EXPENSES
Our general operating expenses are primarily comprised of:
· Marketing and Selling;
· General and Administrative; and
· Development & Operations.
Our marketing and selling expenses include all labor, sales commissions and non-labor expenses of selling and marketing of our products and services.
Our general and administrative expenses include expenses for all facilities, insurance, benefits, telecommunications, legal and auditing expenses are included as well as the executive management group wage expense.
Our development and operations expenses include costs for software development and the support group, which advises and supports the installations of our Dealer Advance(TM) clients.
RESEARCH AND DEVELOPMENT
In April 2007, the company released its new web based product, WebDA1.0 with a few added enhancements and moved the product to the web, thus eliminating the high cost of equipment required by the current product. Moving forward, the company's primary focus is the development of quarterly releases enhancing the new web based product. In July 2007 the company began installing its first new clients on WebDA(TM). The new product will not feature the hand-held wireless technology offered with DealerAdvance(TM), however, should a dealer desire the benefit of the technology, it will be provided at an additional cost. Moving forward in subsequent quarters the company will provide new releases which will feature new product enhancements.
SALES DEVELOPMENT
In March 2006, the Company entered into a consulting agreement with Humphries Marketing Group (HMG), a Texas based automotive exclusive advertising agency. As per that agreement Steven Humphries, the CEO of HMG, is to serve as President of the Company, and provide an individual to serve as the Vice President of Sales. In July 2006, Mr. Humphries appointed David Scaturro (HMG's Chief Operating Officer) as the Vice President of Sales.
As part of Mr. Humphries' operating sales strategy, the Company has split the country into two regions (East and West). The Company hired two Sales Managers; an Eastern Manager serving dealers east of Texas and a California based Western Region Manager serving dealers Texas west. The Regional Managers are all based in DealerAdvances's Texas offices. Moving forward in the fourth quarter, facilitating the launch of WebDA the company will split the country into three regions (Eastern, Central and Western) and hire additional personnel to help in this strategy. The primary focus of the sales team is to re-establish the Company's relationships with its remaining customers in an effort to move the customers from the previous product to the new web based product while also and developing new customers.
-11-
THREE MONTHS ENDED SEPTEMBER 30, 2007 AND THREE MONTHS ENDED September 30, 2006.
New Client Contracts
From July to September 2007 the company was successful in signing WebDA(TM) contracts with customers whose contracts had previously expired, representing $288,000 in new business. This revenue will be billed out monthly over the next 12-36 months, which represents the terms of the contracts signed.
Revenue
For the quarter ended September 30, 2007, we had revenue of $54,843 compared
with revenue of $110,806 for the quarter ended September 30, 2006 for a decrease
of 51%. Revenue is generated from software license and system installation,
maintenance support and service revenues. Revenues for the three months ended
September 30, 2007 and September 30, 2006 are broken down as follows:
$ %
Revenues: 2007 2006 Change Change
WebDA $ 20,550 $ 0 $ 20,550
Software license and system installation 1,500 9,720 (8,220 ) -85 %
Support & maintenance 32,793 97,086 (64,293 ) -66 %
Services 0 4,000 (4,000 ) -100 %
Total revenues $ 54,843 $ 110,806 $ (55,963 ) -51 %
New sales of WebDA were $20,550 in the three months ended September 30, 2007. Software license and system installation revenue decreased $8,220 in the three months ended September 30, 2007 as compared to $9,720 in the three months ended June 30, 2006 for a decrease of 85%. The primary reasons for the decrease in revenue can be attributed to cancellation of contracts that reached their termination date for both Software license and system installation and Support & Maintenance.
Although we cannot provide guarantees, we do believe that our revenues will increase dramatically in the upcoming months due to the new "Web DA" product release.
Cost of Sales
Cost of sales on a percentage basis decreased to 13.14% of revenue for the three months ended September 30, 2007 as compared to 20.60% of revenue for the three months ended September 30, 2006 for a net decrease of 7.46%. The table below shows the Cost of Sales and percentage by category and the comparison in dollars and percentage for the three months ended September 30, 2007 and three months ended September 30, 2006. The decrease in Cost of Sales as a percentage of revenue of -7.46% is primarily attributed to a decrease in labor costs associated with reduced customer support due to improvements in the overall product, reduction of client software & licensing expenses, and use of subcontractors in product development.
-12-
Cost of Sales: Q3 2007 Q3 2006 Q3 2007 Q3 2006
% of % of %
Dollars Dollars Revenues Revenues Change
Hardware components $ 3,437 $ 7,350 48 % 28 % 19 %
Client software & licensing 2,000 6,022 28 % 23 % 5 %
Distribution fees 0 951 0 % 4 % -4 %
Subcontractors 0 875 0 % 3 % -3 %
Misc. installation costs 274 0 4 % 0 % 4 %
Installations/travel 0 0 0 % 0 % 0 %
Repairs 0 0 0 % 0 % 0 %
Shipping 170 0 2 % 0 % 2 %
Labor 1,325 1,675 18 % 6 % 12 %
Inventory adjustment 0 9,043 0 % 35 % -35 %
Total cost of sales $ 7,206 $ 25,916
Total cost of sales % of revenue 13.14 % 20.60 % -7.46 %
Gross Profits
We generated $47,637 in gross profits from sales for the quarter ended September 30, 2007, which was a decrease of $37,254 from the quarter ended September 30, 2006, when we generated $84,891 in gross profits. Our gross profit margin percentage increased by 10.05% in the quarter ended September 30, 2007 to 86.66%. The increase in gross profit is primarily attributable to the renewal of monthly recurring maintenance revenue due to the expiration and renewal of service and support contracts during the period September 30, 2006 to September 30, 2007, as well as increased sales in the new WebDA product.
Selling, General and Administrative Expenses
Total Selling, General and Administrative expenses in the quarter ended September 30, 2007 were $484,294, a decrease of 5.4% or $26,057 from the quarter ended September 30, 2006 of $510,351. The decrease in expense is attributable to a more efficient application of resources and re-alignment of personnel to enhance greater efficiencies.
Our research and development expense decreased from nil in the quarter ended September 30, 2006 to a credit balance of $4,760 in the quarter ended September 30, 2007, although it has experienced and overall increase for 2007. The overall increase is directly attributable to the development of our new WebDA(TM) product, but the decrease for the 3rd Quarter 2007 was primarily due to the crediting of a duplicate invoice entered in the 1st Quarter 2007 for contract consulting work done related to the development of the WebDA(TM) product.
Our interest and penalty expense increased from $232,326 in the quarter ended September 30, 2006 to $241,887 in the quarter ended September 30, 2007.This increase of $9,561 is primarily due to interest expense attributed to the Convertible Notes. Liquidated damages associated with the Convertible Notes increased from $351,718 in the quarter ended September 30, 2006 to $589,147 in the quarter ended September 30, 2007. The $273,429 increase is due to an approximate $2.9 million increase in Convertible Notes issued and subject to liquidated damages during the period September 30, 2006 through September 30, 2007.
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During the quarter ended June 30, 2007, the Company contracted with two independent firms for financial consulting services which accounted for approximately $38,000 of the Selling, General and Administration Expenses for the quarter. Both of these firms have advised the Company regarding investment relations and other management and marketing techniques ostensibly to increase business revenues.
Operating Loss
The Company's operating losses increased by $6,438 in comparing the quarter ended September 30, 2007 to the quarter ended September 30, 2006, which were $431,898 and $425,460, respectively.
Net Loss
We had a net loss from operations of $677,606 for the quarter ended September 30, 2007 compared to $657,786 for the quarter ended September 30, 2006, resulting in an increase in net losses of $19,820. This increase in net losses of 3.01% is primarily attributable to a decrease in sales. Comparing the quarter ended September 30, 2006 to the quarter ended September 30, 2007, liquidated damages were $589,147,381 and $315,718, respectively.
Our loss per share was $0.02 with a weighted average of 76,899,891 shares outstanding in the quarter ended September 30, 2007 as compared to $0.03 loss per share in the quarter ended September 30, 2006 with a weighted average of 37,927,676 shares outstanding.
We have never declared or paid any cash dividends on our common stock. We anticipate that any earnings will be retained for development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future. Our board of directors, subject to any restrictions or prohibitions that may be contained in our loan or preferred stock agreements, has sole discretion to pay dividends based on our financial condition, results of operations, capital requirements, contractual obligations and other relevant factors.
Liquidity and Capital Resources
Overview
As of September 30, 2007, our cash balance was $65,856. We had a net loss of $1,266,753 for the quarter ended September 30, 2007. We had a net operating loss of approximately $20,000,000 for the period from May 17, 2002 through September 30, 2007 to offset future taxable income. Losses incurred prior to May 17, 2002 were passed directly to the shareholders and, therefore, are not included in the loss carry-forward. There can be no assurance, however, that we will be able to take advantage of any or all tax loss carry-forwards, in future fiscal years. Our accounts receivable as of September 30, 2007 was $37,110, and $53,831 as of the quarter ended September 30, 2006 less allowance for returns of $80,000. The reason for the decrease in accounts receivable of $16,721 as of September 30, 2007 from September 30, 2006 was due to a relative difference in revenues. Accounts receivable balances represent amounts owed to us for maintenance and support and new sales of the WebDA product.
-14-
As of September 30, 2007, the Company had the following financing arrangements:
Debt liability summary table:
Current Debt liabilities
Interest payable, stockholders $ 1,793,871
Notes payable, stockholder, current
position 875,000
Callable secured convertible notes,
current portion 4,014,481
Total debt current liabilities $ 6,683,352
Long-term debt liabilities
Notes payable, stockholders,
convertible debt, net of deferred
interest of $601,144 $ 213,578
Callable secured convertible notes 3,946,954
Total long-term debt liabilities $ 4,160,532
Financing Needs
To date, we have not generated revenues in excess of our operating expenses. We have not been profitable since our inception; we expect to incur additional operating losses in the future and will require additional financing to continue the development and commercialization of our technology. We have incurred a net loss of approximately $3,350,000 and have negative cash flows from operations of approximately $1,267,000 for the three months ended September 30, 2007, and have a working capital deficit of approximately $11,482,000 and a stockholders' deficit of approximately $15,637,000 as of September 30, 2007. These conditions raise substantial doubt about our ability to continue as a going concern. During 2007, our management will rely on additional capital to fund its future operations. If we are unable to generate sufficient revenues or raise sufficient additional capital, there could be a material adverse effect on the consolidated financial position, results of operations and we may be unable to continue our operations.
We entered into a fifth Securities Purchase Agreement with the Investors on December 17, 2006 for the sale of (i) $900,000 in callable secured convertible notes (the "December 2006 Notes") and (ii) stock purchase warrants (the "December 2006 Warrants") to buy 5,000,000 shares of our common stock.
We expect that the funds raised in connection with the May 2007 Securities Purchase Agreement will provide the necessary cash to support operations through the end of end of November, 2007. Since we have not closed on further financing commitments and may need to raise additional funds by the end of the 4th quarter 2007, this condition raises doubt about our ability to continue as a going concern. In the event that the company is unable to build its sales volume, collect current receivables or raise additional funds, we may be unable to continue operations. Additionally, in the event that the Investors invoke their right to terminate additional purchases with 30 days notice during the financing period of the $900,000 detailed above, the Company could find itself without cash to support operations and unable to perform regular business.
-15-
We expect our capital requirements to increase significantly over the next several years as we continue to develop and market the WebDATM suite and as we increase marketing and administration infrastructure and develop capabilities and facilities. Our future liquidity and capital funding requirements will depend on numerous factors, including, but not limited to, the levels and costs of our research and development initiatives, the cost of hiring and training additional sales and marketing personnel and the cost and timing of the expansion of our marketing efforts.
Financings
The Company has entered into the following financing transactions:
Loans from Christopher J. Carey, an Executive Officer, Director and Shareholder of the Company
On July 31, 2000, the Predecessor Entity entered into a line of credit with Mr. Chris Carey, our President and Chief Executive Officer and the President and Chief Executive Officer of Stronghold. The terms of the line of credit made available $1,989,500, which the Predecessor Entity could borrow from time to time, until August 1, 2001. The outstanding amounts accrued interest at the per annum rate equal to the floating base rate, as defined therein, computed daily, for the actual number of days elapsed as if each full calendar year consisted of 360 days. The first interest payment under the line of credit was due on August 1, 2001. On such date, the parties agreed to extend the line of credit for one more year, until August 1, 2002.
On April 22, 2002, the Predecessor Entity issued 500,000 shares of its common stock to Mr. Carey (which converted into 1,093,750 shares of our common stock when we acquired the Predecessor Entity on May 16, 2002) in exchange for cancellation of $1 million of outstanding indebtedness under the July 31, 2000 line of credit from Mr. Carey.
On May 16, 2002, the total amount outstanding under the July 31, 2000 line of credit with Mr. Carey was $2.2 million. On such date, we issued 666,667 shares of our common stock to Mr. Carey in exchange for the cancellation of $1 million of the then outstanding amount under the line of credit. We agreed to pay Mr. Carey the remaining $1.2 million according to the terms of a non-negotiable promissory note, which was issued on May 16, 2002.
On September 30, 2002, we renegotiated the $1,200,000 promissory note with Mr. Carey pursuant to a requirement contained in the promissory note with PNC Bank. According to the new terms of the loan, Mr. Carey extended the repayment of the principal amount until December 1, 2005. Until such time as the principal is paid, we will pay an interest only fee of 12% per year. Mr. Carey's promissory note is expressly subordinated in right of payment to the prior payment in full of all of the Company's senior indebtedness. Subject to the payment in full of all senior indebtedness, Mr. Carey is subrogated to the rights of the holders of such senior indebtedness to receive principal payments or distribution of assets. As of June 30, 2006, $359,600 was outstanding under the promissory note issued to Mr. Carey. On August 10, 2006, Mr. Carey agreed to extend the term of his loan to August 31, 2006.
-16-
On March 18, 2003, we entered into a bridge loan agreement with Christopher J. Carey, for a total of $400,000. The agreement stipulates that the Company will pay an 8% interest rate on a quarterly basis until the loan becomes due and payable on June 30, 2004. We also issued to Mr. Carey 391,754 warrants exercisable for common stock for 10 years at a price of $0.97 per share. On December 30, 2003, Christopher J. Carey agreed to extend the term of the promissory note to June 30, 2004. As of December 31, 2003, $360,000 was outstanding under this bridge loan agreement. On May 1, 2004, Christopher J. Carey agreed to extend the term of the loan to June 1, 2005. On April 11, 2006, Christopher J. Carey agreed to extend the term of the loan to May 31, 2006. On August 10, 2006, Mr. Carey agreed to extend the term of the loan to August 31, 2006.
On April 24, 2003, our President and Chief Executive Officer, Christopher J. Carey, agreed to convert outstanding loans of $543,000 to 603,333 shares of our common stock at a price of $.90 per share in conjunction with the Series B Convertible Stock Financing detailed below.
On August 14, 2006, Mr. Carey entered into a Settlement Agreement with the Company pursuant to which Mr. Carey waived all rights to the following:
· accrued salary in the amount of $781,369;
· a bridge loan in the amount of $262,000;
· a bridge loan in the amount of $360,000;
· auto allowance payable in the amount of $25,600; and
· accrued interest in the amount of $370,299.
In consideration of this waiver, the Company has agreed to pay Mr. Carey $8,000 a month over a period of 15 months, issue Mr. Carey a convertible note in the amount of $661,369 (the "Carey Note") and issue Mr. Carey 5,117 shares of Series D Convertible Preferred Stock with an aggregate stated value of $1,017,899. The Carey Note matures on August 13, 2016, bears no interest and is convertible at the option of Mr. Carey at the market price of the Company's common stock. The shares of Series D Preferred Stock are convertible by dividing the stated value by the closing bid price on the day immediately prior to conversion.
On September 12, 2007, the Company revised the repayment schedule to Mr. Carey on the remaining balance owed to him as of that date, or $28,000, as follows:
-17-
On September 30, 2002, we entered into a loan agreement with CC Trust Fund to . . .
Nov 16, 2007
(c) 1995-2007 Cybernet Data Systems, Inc. All Rights Reserved End of Story
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And a naked girl with 100 dollers bills laying beside my head Boy oh boy
Just wish this would run so all of us could make some money or gain what we lost.No point in me selling when i lost 400 already and i invested 500.Anyone think we will see 03 in jan?
I think the next pr and it runs im selling even tho i lost 400$ im tired of this stock without a pr it goes down down down and a pr up a little and the day after down down down
Whats going on the price is tanking it looks like
Good luck tomorrow looks like everyones a sleep lol
I dont know much about stocks but if another surprize pr came out this week this thing would fly i think
Man its dead on here
Anyone notice there Financials was out http://finance.yahoo.com/q/is?s=dlav.ob
jeez almost 40 mill vol
well i can log into scottrade but the streaming qoutes is not working.Did this stock make scottrade crash lol
Scottrade is working now for me.I just got home from work and its still 7 am here Colorodo and i was shocked to see the news
EERRRRR OF ALL Days Scottrade has to be down today.What a joke. RUN RUN RUN
I got the same email
I will be posting a letter on my web site the end of the month updating shareholders.
----- Original Message -----
From: Chris Smith <Chrissmith1980@comcast.net>
To: Steve Humphries
Sent: Sat Dec 15 18:48:05 2007
Subject: hello
Hey,I know your busy but i own some of your stock and i have seen it has been going way down the past week or so and it scares me and i just wanted to get your option on the matter.Also could i be expecting alot of news comeing out in the next few weeks or atlest some news before the end of the year.Thanks
Seems like it goes up to .0076 and gets stuck and wont go any higher.Do you think it will break that today
seems like its stuck at 0074
I thought someone said yesterday there would be a pr today.
Here we go Up up up jump on the train whoohooo Now we need a PR
Wasnt expecting that reply. but oh well.Not that many trades going threw.Also its nice to meet everyone and i hope we all make money:)
lol I mean thats what i put in the stock last week and im down 200 dollers now but looking good today but seem to not be moving muvh now
Whats it gone to take for this stock to explode.Im new here but i own only $500 in dlv but i got in it when it was above 0.2 so ive lost money but im wondering if its gone to break 2s again soon or what.Seems like it cant get past 0.16 today.