US DATA AUTHORITY INC
10QSB/A, 2000-11-20
HOTELS & MOTELS
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

___________________________________________

FORM 10-QSB/A

QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000
Commission File No. 000-28251

US Data Authority, Inc.
(Exact name of small business issuer as specified in its charter)

Florida
(State of Incorporation)

65-0693150
(I.R.S. Employer Identification No.)

3500 NW Boca Raton Boulevard, Building 811, Boca Raton, Florida 33431
(Address of Principal Executive Offices)

(561) 368-0032
(Issuer's Telephone Number, Including Area Code)

N/A
(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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes __X__ No ____

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date.

Common stock, par value $.02 per share, 20,000,159 shares issued and outstanding as of November 13, 2000.

Transitional Small Business Disclosure Format (Check one): Yes __ No X

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

US Data Authority, Inc.
(a development stage company)
Balance Sheets - September 30, 2000 & December 31, 1999
(Unaudited)

Assets

 

September 30,
2000

December 31,
1999

Cash and equivalents
Accounts receivable
Note receivable
Current assets

$368,524
48,872
151,000
568,396

$

Fixed assets-net
Goodwill - net
Deferred income tax benefit
Other
Assets from discontinued operations

4,399,569
115,030
900,000
135,375
________0





12,645,700

Total Assets

$6,118,370

$12,645,700

Liabilities and Shareholders' Equity (Deficit)

Accounts payable and accrued liabilities
Current portion of capitalized lease obligation
Liabilities from discontinued operations

$1,150,703
2,400,000
_______0

$ 0
0
15,589,100

Total current liabilities

3,550,703

15,589,100

Long term portion of capitalized lease obligation

Total Liabilities

800,000

4,350,703

0

15,589,100

Shareholders' equity (deficit):

 

 

Common Stock, $.02 par value
100,000,000 authorized
25,000,159 issued and outstanding
Capital in excess of par
Accumulated deficit



500,000
3,547,450
(2,279,783)



180,000
699,600
(3,823,000)

Total shareholders' equity (deficit)

1,767,667

(2,943,400)

Total liabilities and shareholders' equity (deficit)

$6,118,370

$12,645,700

 

Refer to the Notes to Consolidated Financial Statements.

 

US Data Authority, Inc.
(a development stage company)
Statements of Operations (Unaudited)

 

For the three months
ended September 30,

 

2000

1999

Revenue

$ 18,562

$ 0

Cost of sales

395,573

0

 

(377,011)

0

Operating Expenses
General and administrative


1,438,589


0

Other income

11,686

0

Loss from continuing operations before income taxes

(1,803,914)

0

Income tax benefit

604,000

0

Loss from continuing operations

(1,199,914)

0

Income (loss) from discontinued operations

________0

(35,466)

Net income (loss)

$(1,199,914)

$(35,466)

Basic and diluted (loss) per share

($.05)

---

 

Refer to the Notes to Consolidated Financial Statements.

 

US Data Authority, Inc.
(a development stage company)
Statements of Operations (Unaudited)

 

For the nine months
ended September 30,

 

2000

1999

Revenue

$ 46,323

$ 0

Cost of sales

754,966

0

Operating Expenses
General and administrative


1,794,489


0

Other income

18,746

0

Loss from continuing operations before income taxes

(2,484,386)

0

Income tax benefit

900,000

0

Loss from continuing operations

(1,584,386)

0

Income (loss) from discontinued operations

234,853

11,200

Net income (loss)

$(1,349,533)

$11,200

Basic and diluted (loss) per share

($.05)

---

 

Refer to the Notes to Consolidated Financial Statements.

 

US Data Authority, Inc.
(a development stage company)
Statements of Cash Flows (Unaudited)

 

For the nine months ended September 30,

 

2000

1999

Cash flows from operating activities
net (loss) from continuing operations
net income from discontinued operations
Adjustments to reconcile net income to cash provided by operating activities:
(Increase) decrease in assets:
Depreciation & amortization
Deferred taxes
Accounts payable and long term debt
Other

$(1,584,386)
234,853



86,955
(900,000)
1,122,534
119,997

$ 11,200







_____

Cash used in operations

(920,047)

 

Net cash used in discontinued operations

(414,323)

(564,600)

Investing Activities
Fixed Assets

(4,298,028)

 

Financing Activities:
Sale of common stock
Capitalized equipment lease
Note receivable

1,992,850
3,200,000
(151,000)
5,041,850

 

Net (Decrease) in Cash

(590,548)

(553,400)

Cash at beginning of period

959,072

858,800

Cash at end of period

$ 368,524

$ 305,400

 

Refer to the Notes to Consolidated Financial Statements

 

US Data Authority, Inc.
(a development stage company)
Notes to Consolidated Financial Statements
(Unaudited)
September 30, 2000

Note 1. - Basis of Presentation:

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for the interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended September 30, 2000, are not necessarily indicative of the results that may be expected for the year ended December 31, 2000.

Note 2. - Organization and Coverage of the Statements:

US Data Authority, Inc. (the "Company") has engaged in the real estate business since 1996 under the name "SunVest Resorts, Inc." In late April 2000, the Company distributed all of its assets (subject to liabilities) to its shareholders and, on May 1, 2000, effected a merger of US Data Authority, Inc. ("Former USDA"), a privately-held Florida corporation engaged in providing integrated communication and Internet services, into itself. On June 23, 2000, the Company changed its name to US Data Authority, Inc.

The merger was accounted for financial purposes as a "purchase." As a result, and due to the disposition by the Company of its real estate business as of May 1, 2000, (a) the balance sheet of the Company as of December 31, 1999, reflects the real estate operations which have been discontinued, (b) the Statements of Operations for the three months ended September 30, 2000, reflect results of the Internet provider business of Former USDA for the months of July, August and September 2000, (c) the Statements of Operations for the nine months ended September 30, 2000, reflect the results of the discontinued real estate operations for the four months of January through April 2000, and the results of the Internet provider operations of Former USDA for the months of May through September 2000, and (d) the Statements of Cash Flows reflect the combined results of the discontinued real estate operations for the four months of January through April 2000, and the Internet provider operations of Former USDA for the months of May through September 2000.

For more detailed information regarding the discontinuation of the real estate operations, see the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000, filed with the SEC on May 12, 2000. For the audited results of Former USDA's operations since its inception in January 1999 through December 31, 1999, see the Company's Report on Form 8-K, filed with the SEC on May 4, 2000. For unaudited results of Former USDA's operations for the first four months of 2000, i.e. before the merger, see the Company's Report on Form 8-K/A, filed with the SEC on June 13, 2000.

Note 3. - Development Stage Company:

The Company's business plan consists of two main operational phases. In the first phase, the Company will acquire the necessary equipment, hire the required personnel and design, install and activate the appropriate networks to make broadband connectivity fully operational at 40 Network Access Points (NAPs) nationwide. In the second phase, the Company will acquire the necessary equipment, hire the required personnel and design, install and activate (a) a distributed network massive storage capacity and (b) a content delivery network capability.

As of this date, 31 of the NAPs have been installed and are operational. Assuming that the Company is able to raise the necessary capital, management anticipates that the minimum 40 NAPs will be installed and become operational by the end of 2000, and that upon completion of the first phase of the Company's business plan the Company will cease being a development stage company. Completion of this phase, including the sale of a sufficient volume of broadband services to achieve a positive cash flow from operations, is anticipated to occur towards the end of the third quarter of 2001.

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a "Tier II network provider" offering dedicated Internet access, Virtual Private Networking (VPN) services, collocation services, Application Service Provider (ASP) services and related services to business customers. We sell these electronic commerce services by utilizing bandwidth available on backbones (i.e. fiber optic cables) owned by AT&T, Cable & Wireless and MCI/WorldCom, as well as our own network equipment.

We began selling these services, i.e. implementing phase one of our business plan, in late April 2000, when Former USDA received a $2.4 million private placement. Since then we have installed 31 NAPs in various cities around the country and have contracted with AT&T and, in some instances, with other host Tier 1 providers to install at least 10 additional NAPs before December 31, 2000. The increasing connectivity these NAPs are providing should facilitate not only the effort of selling broadband services, but also sales of higher margin products, such as collocation and Web and ASP hosting. We are also engaged in advanced stage discussions with Cisco Systems, Inc. for a content delivery network capability arrangement, i.e. to implement phase two of our business plan. These discussions are designed to complete the facilities necessary for our ultimate purpose to have available a managed network solution consisting of:

Our direct sales effort of selling the bandwidth services has not yielded the results projected last May and June. It would appear that the multi-layered structure of the direct sales team, the manner in which its members have been hired and their compensation structure was not suited to the bandwidth services sale business. Moreover, the time between identifying a prospective purchaser and the closing of the sale had been significantly underestimated and the effort from the top to motivate and supervise the sales team has not been satisfactory. Also, sales of bandwidth services through added value resellers (VAR's) has thus far not been successful. All in all, gross sales revenue during the period May 1 - September 30, 2000, was a disappointing $46,323, causing a loss from operations of $1,584,386.

In October 2000, we changed the leadership of the marketing and sales team by appointing a new National Sales Director, simplified the structure of the direct sales effort and revised the incentive program in place for the sales team. During October 2000, through the date of this report, we closed the sale of 42 T-1 equivalents compared to 24 such equivalents for the entire period of May - September 2000. Our backlog of customer prospects has grown significantly and we anticipate closing the sale of 132 T-1 equivalents during the remainder of 2000, for an aggregate of 198 T-1 equivalents for the eight months of operations during 2000 and booking revenues of approximately $171,000 for such eight-month period.

In summary, a poorly conceived direct sales effort has caused a delay in the implementation of phase one of our business model: to sell bandwidth at reasonable prices with the intention of stepping up to selling higher margin Tier II network services as soon as practicable. We believe that we are now back on track. However, as discussed below, full implementation of the model will require additional capital.

Results of Operations

For the three months ending September 30, 2000, the Company incurred a net loss of $1,199,114, or approximately $.05 per share. Such loss was attributable to dramatically increased cost of goods sold and general and administrative expenses. Cost of goods sold consisted primarily of the costs of installing equipment, furniture and fixtures at the Company's 31 NAPs. General and administrative expenses consisted of costs incurred in hiring administrative, management and sales and marketing personnel, legal and accounting fees, limited advertising and other marketing expenses and outsourced programming. For the five months of continuing operations (i.e. since May 1, 2000), the Company incurred a net loss of $1,349,533. Management expects operational losses to continue at least through the third quarter of 2001, as revenue realization lags behind the availability of connectivity to customers at the Company's NAPs, as the NAPs come on line throughout the remainder of 2000.

Liquidity and Capital Resources

The Company's operations have been utilizing cash from the proceeds of (a) the $2.4 million private placement into Former USDA before the merger on May 1, 2000, as well as (b) the $1,120,000 private placement conducted during August - September 2000, and the $1,000,000 convertible bridge loan made available to the Company by a group of directors and shareholders in late October 2000. As of October 31, 2000, the Company also owed approximately $3.2 million under a capital lease with Cisco System Capital Corporation, the proceeds from which were used to acquire network equipment. The cash resources on hand as of the date of this report, management estimates, will be sufficient to fund the Company's operations only through the end of November of 2000.

The Company is currently engaged in an effort to raise at least $10.0 million to complete phase one of its business plan and has allocated for such purposes the 5.0 million shares of common stock recently contributed to the Company's capital by Big Sky & Associates, LLC, the Company's largest shareholder. Implementation of phase two of the Company's business plan, is estimated by management to require approximately $25 million in additional capital. There is no assurance that the Company's efforts to obtain additional liquidity and capital resources will be successful.

Forward-looking Statements

The foregoing discussion contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include all statements that are not statements of historical fact regarding the intent, belief or expectations of the Company and its management with respect to, among other things: (1) trends affecting our operations, financial condition and business; (2) our growth and operating strategies; (3) our ability to achieve our sales objectives; (4) the continued and future acceptance of and demand for our products and services by our customers; and (5) our ability to raise additional capital if and when needed. The words "may," "will," "anticipate," "believe," "intend," "plan," "allow," "strategy" and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and actual results may differ materially from those projected in the forward-looking statements as a result of risks related to (a) our ability to achieve, manage or maintain growth and execute our business strategy successfully; (b) our ability to sell our products and services customers; (c) our ability to respond to competition; and (d) the volatility associated with Internet-related companies. The Company undertakes no obligations to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

 

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

There are no material pending legal proceedings to which the Registrant or any of its property is the subject.

Item 2. Changes in Securities.

(a) None.

(b) 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.

A. Exhibits:

27 Financial Data Schedule

B. Reports on Form 8-K

Registrant filed reports on Form 8-K during the quarter ended September 30, 2000, as follows:

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.

US DATA AUTHORITY, INC.

Date: November 17, 2000 By: /s/ Jack B. Blount
Jack B. Blount
Chairman, President, and Chief Executive
Officer, Principal Executive, Financial
and Accounting Officer



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