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B-SCADA, INC. - 10-K - Management's Discussion and Analysis of Financial Condition and Results of Operations
[January 28, 2014]

B-SCADA, INC. - 10-K - Management's Discussion and Analysis of Financial Condition and Results of Operations

(Edgar Glimpses Via Acquire Media NewsEdge) The following discussion of our results of operations should be read together with our financial statements and the related notes, included elsewhere in this report. The following discussion contains forward-looking statements that reflect our current plans, estimates and beliefs and involves unknown risks and uncertainties. Examples of forward-looking statements include: projections of capital expenditures, competitive pressures, revenues, growth prospects, product development, financial resources and other financial matters. You can identify these and other forward-looking statements by the use of words such as "may," "will," "should," "plans," "anticipates," "believes," "estimates," "predicts," "intends," "potential" or the negative of such terms, or other comparable terminology. Our actual results may differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Annual Report on Form 10-K.

Executive Summary Since 2003, our experience in building and deploying HMI (Human Machine Interface) and SCADA (Supervisor Control and Data Acquisition) Systems has given us a unique perspective and insight into new data visualization possibilities with emerging technologies.

We specialize in the compelling visualization of real-time data. B-Scada has produced exceptional data visualization solutions for manufacturing, power and utilities, automation, and other fields of business making use of HMI and SCADA software products.


Our in-house expertise and experience has provided us the opportunity to partner with companies from various vertical markets, and assist them in developing custom solutions that meet their specific needs. Our goal is to help our clients transfer their real-time production and operational data into actionable information through graphically-compelling, functional, and intuitive user interfaces.

Overall Strategic Goals Our goal is to become a leading supplier of HMI and SCADA systems to industry.

Using some of the best talent in the industry, we build our monitoring systems in house and sell them into various vertical markets worldwide including building automation, petro chemical, transportation, electricity distribution and EPA emissions monitoring. Smaller firms and Fortune 500 companies have recognized the talent of our technical staff and the unique capabilities of our technology. This has given us the ability to license portions of our technology to other companies to use in their software systems.

Products and Services Our technology team has extensive experience in software design and development and has designed, built and delivered, over the years, world-class software solutions for numerous vertical markets. In addition to software development, we also derive income from consulting services, graphic design and contract development that we offer hand in hand with our software solutions.

Product Description 'Status Machine Edition' was released in January 2009 as an industrial control and monitoring application for heavy industry and manufacturing. 'Status Enterprise' is a supervisory level version of Machine Edition and will be released in January of 2014.

9 --------------------------------------------------------------------------------The Status products fall into the category of a SCADA (Supervisory Control and Data Acquisition) or HMI (Human Machine Interface) software application.

The Status family of products are a powerful data visualization software package that allows the user to create highly graphical screens and connect the controls on the screens to real-time data. The screens can then be published and viewed by anyone within the company or from the web.

Status has built-in connectivity to real-time OPC (Open Process Control) data (including OPCUA (Unified Architecture)) and can very easily be extended to bind to other types of data. OPC data is primarily used in the manufacturing and process control industries. The market appeal for Status Machine Edition is its ability to connect to a variety of OPC servers and display real-time data from hundreds of data sources.

We have attracted a number of resellers and system integrators that are now promoting and using 'Status Machine Edition' in commercial settings. We believe that this will result in greater sales and distribution of our software through retail outlets and to original equipment manufacturers ("OEM"s). We are also targeting potential customers to offer customized applications to meet their industry requirements. Status Machine Edition is now being used to monitor one of the largest subway systems in the world in Seoul, South Korea. Status monitors HVAC performance in pharmaceutical manufacturing facilities, electricity distribution, mining equipment and furniture manufacturing. Status is used in various monitoring applications in numerous verticals in the United States and around the world in numerous countries including Germany, Sweden, Taiwan, Kuwait, Malaysia, Chile, Canada, United Kingdom, Italy, Turkey, South Africa, Russia and France.

We are on target to release a significant addition to our SCADA software offering at the end of the year. Status Enterprise will provide greater scalability, data modeling and support for HTML 5 and mobile devices. We do not expect this product to start generating additional revenue until the end of 2014, as the sales cycles for SCADA products is often several months or more.

Consulting In addition to sales of the Status products, we generate revenue by providing consulting services to companies that wish to extend and customize our technology. We provide development and design services. We also offer training and graphic design services and produce 3D models of equipment and machinery for use in mimics.

From initial consulting services and custom development, to embedding our Aurora software into their solution, we have the expertise and personnel to assist.

Status Machine Edition was designed from the ground up to be extensible.

Numerous companies have written custom data sources or asked B-Scada to create custom data sources to provide their real time data into Status Machine Edition.

Technology Licensing In addition to selling our own software products, we also license the technology we have developed to other software companies. Long-term licenses to multinational software companies are a major part of our business. The lead time for our engineers to work with theirs in developing successful integration of our software with their future products is fairly long - from nine months to two years - but the result is a multiyear high revenue license providing substantial income for us for years to come. We have several such agreements in place with Fortune 500 companies, and numerous agreements with smaller firms.

The products developed using B-Scada's technology include industrial automation solutions, medical applications for use in hospitals, smart grid, HVAC and line of business applications. The relationships established through licensing are very strategic and may lead to acquisitions to prevent competitive companies from having the same strategic benefits.

10 --------------------------------------------------------------------------------Growth Strategy B-Scada software can collect vital information of what is happening with the system it is monitoring. This data can be very valuable for such activities as scheduling, predictive maintenance and manufacturing execution. Our growth strategy is to grow our software offerings beyond SCADA and provide a more complete and valuable offering to our customers. These additional software products may be developed in house as the company grows, or added through a business acquisition. Additional capital may be needed to finance such an acquisition, either through debt or equity public or private offerings. There is no assurance that we will be able to raise capital in an amount necessary to finance such acquisition or on acceptable terms.

Revenue Strategy We are currently generating revenues by licensing portions of our technology to different software companies, technology they use in their software products.

These are long term arrangements providing consistent annual revenue to B-Scada.

We also sell our SCADA software products to system integrators and commercial customers for visually monitoring and archiving their industrial data. Often, we are asked to provide technical expertise in the form of software development, graphics design and consulting services along with the software we provide our customers.

We currently sell our products directly over the Internet from our website and through resellers to end users and system integrators.

Critical Accounting Policies and Estimates Our financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Though we evaluate our estimates and assumptions on an ongoing basis, our actual results may differ from these estimates.

Certain of our accounting policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management's subjective judgments are described below to facilitate a better understanding of our business activities. We base our judgments on our experience and assumptions that we believe are reasonable and applicable under the circumstances.

Revenue Recognition - Our revenues are recognized in accordance with FASB ASC Topic 985-605 "Revenue Recognition" for the software industry. Revenue from the sale of software licenses is recognized when standardized software modules are delivered to and accepted by the customer, the license term has begun, the fee is fixed or determinable and collectibility is probable. Revenue from software maintenance contracts and Application Service Provider ("ASP") services are recognized ratably over the lives of the contracts. Revenue from professional services is recognized when the service is provided.

We enter into revenue arrangements in which a customer may purchase a combination of software, maintenance and support, and professional services (multiple-element arrangements). When vendor-specific objective evidence ("VSOE") of fair value exists for all elements, we allocate revenue to each element based on the relative fair value of each of the elements. VSOE of fair value is established by the price charged when that element is sold separately.

For maintenance and support, VSOE of fair value is established by renewal rates, when they are sold separately. For arrangements where VSOE of fair value exists only for the undelivered elements, we defer the full fair value of the undelivered elements and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as revenue, assuming all other criteria for revenue recognition have been met.

Results of Operations The following tables set forth, for the periods indicated, certain items from the statements of operations along with a comparative analysis of ratios of costs and expenses to revenues.

11 --------------------------------------------------------------------------------Comparison of the Fiscal Years Ended October 31, 2013 and 2012 For the years ended October 31, 2013 2012 % of % of Amounts Revenues Amounts Revenues Revenues $1,547,532 100% $ 1,070,870 100% Operating expenses: Compensation costs $ 767,483 50% $ 655,843 61% Consulting fees $ 14,982 1% $ 8,887 1% Advertising $ 61,460 4% $ 30,527 3% Professional fees $ 99,344 6% $ 96,864 9% Interest and debt costs $ 15,413 1% $ 18,058 2% Benefit from income taxes $ (406,744) (26%) $ -- --% Net Income $ 871,248 56% $ 152,373 14% Net income per share - Basic and diluted $ 0.04 $ 0.01 Revenues Our revenues for the year ended October 31, 2013 amounted to $1,547,532 compared to fiscal 2012 revenues of $1,070,870, an increase of approximately $477,000 (45%). During fiscal 2013, we had increases in developmental services revenues ($249,000), maintenance and support ($157,000) and technology licensing and sales ($157,000). This increase was offset by a decline in consulting revenue of $86,000. We entered into two new long-term licensing agreements in fiscal 2013 which accounted for $67,000 of the increase in both technology licensing revenues and maintenance and support. We continue to implement our strategic goals to generate increased revenues from the sales of our products and services. Service revenues include revenues from fees charged for the implementation of our software products and training of customers in the use of such products. We are currently selling our software over the internet and are marketing our products and services to companies which may want to license or joint venture some of our software applications.

Operating Expenses Our operating expenses consist primarily of compensation costs, advertising and professional services.

Compensation costs consist of payroll and related expenses. Payroll expenses amounted to $767,483 in the year ended October 31, 2013 compared to $655,843 in the year ended October 31, 2012. Payroll expenses increased $111,640 (17%) as we needed to add employees to service our new business, but as a percentage of revenues decreased to 50% as compared to 61% of revenues in fiscal 2012 as we continue to manage our payroll costs as we implement our strategic plan.

Advertising costs have increased to $61,460 in the year ended October 31, 2013 from $30,527 in the year ended October 31, 2012, an increase of $30,933 (101%).

As operations continue to improve we have increased our advertising budget since we believe it is necessary to market our products and services in order to accomplish our plan for revenue growth.

12 --------------------------------------------------------------------------------Professional fees increased from $96,864 in the year ended October 31, 2012 to $99,344 in the year ended October 31, 2013, an increase of $2,480 (3%). The increase in our professional fees is primarily related to increased accounting costs to prepare our required filings as a public company.

Consulting fees increased from $8,887 in the year ended October 31, 2012 to $14,982 in the year ended October 31, 2013, but represent only approximately 1% of revenues.

Interest and Debt Costs Interest expense decreased from $18,058 ($14,058 to a related party) in the year ended October 31, 2012 to $15,413 ($7,979 to a related party) in the year ended October 31, 2013. During fiscal 2013, we paid off both our promissory notes held by our CEO ($164,173) and a convertible debenture ($50,000).

Income Tax Benefit Prior to the year ended October 31, 2013 the deferred tax asset arising from pre-tax losses had been fully reserved as we were not able to determine that it was more likely than not that we would be able to realize the tax benefits in the future. Based on our evaluation of the positive and negative evidence at October 31, 2013, management determined that the Company would utilize a portion of its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize a portion of its deferred tax assets. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $406,744 as of October 31, 2013 (see Note 9 to the Financial Statements).

Net Income Net income in the year ended October 31, 2013 totaled $871,248 compared to net income of $152,373 in the year ended October 31, 2012, an increase of $718,875 (472%) as discussed above.

Comparison of the Fiscal Years Ended October 31, 2012 and 2011 For the years ended October 31, 2012 2011 % of % of Amounts Revenues Amounts Revenues Revenues $ 1,070,870 100% $ 980,909 100% Operating expenses: Compensation costs $ 655,843 61% $ 631,552 64% Consulting fees $ 8,887 1% $ 41,589 4% Advertising $ 30,527 3% $ 32,286 3% Professional fees $ 96,864 9% $ 114,561 12% Interest and debt costs $ 18,058 2% $ 14,520 1% Net Income $ 152,373 14% $ 41,676 4% Net income per share - Basic and diluted $ 0.01 $ -- 13 --------------------------------------------------------------------------------Revenues Our revenues for the year ended October 31, 2012 amounted to $1,070,870 compared to fiscal 2011 revenues of $980,909, an increase of approximately $90,000 (9%).

During fiscal 2012, we had increases in consulting and developmental services revenues of $68,000 and $45,000, respectively. This increase was offset by a slight decline in technology licensing revenue of $23,000. We continue to implement our strategic goals to generate increased revenues from the sales of our products and services. Service revenues include revenues from fees charged for the implementation of our software products and training of customers in the use of such products. We are currently selling our software over the internet and are marketing our products and services to companies which may want to license or joint venture some of our software applications.

Operating Expenses Our operating expenses consist primarily of compensation costs, advertising and professional services.

Compensation costs consist of payroll and related expenses. Payroll expenses amounted to $655,843 in the year ended October 31, 2012 compared to $631,552 in the year ended October 31, 2011. Payroll expenses increased $24,291 (4%), but are 61% of revenues compared to 64% of revenues in fiscal 2011 as we continue to manage our payroll costs as we implement our strategic plan.

Advertising costs have decreased to $30,527 in the year ended October 31, 2012 from $32,286 in the year ended October 31, 2011, a decrease of $1,759 (5%). As operations improved we have reinstated our advertising budget to prior levels since we believe it is necessary to market our products and services in order to accomplish our plan for revenue growth.

Professional fees decreased from $114,561 in the year ended October 31, 2011 to $96,864 in the year ended October 31, 2012, a decrease of $17,697 (15%). We reduced professional fees by internally performing certain functions which had previously been done by our professionals.

Consulting fees decreased from $40,130 in the year ended October 31, 2011 to $8,887 in the year ended October 31, 2012 and share based consulting fees decreased from $1,459 in the year ended October 31, 2011 to $0 in the year ended October 31, 2012 as certain consulting agreements entered into in fiscal 2011 were not renewed.

Interest and Debt Costs Interest expense increased from $14,520 ($10,520 related party) in the year ended October 31, 2011 to $18,058 ($14,058 related party) in the year ended October 31, 2012. Interest expense is incurred on the promissory notes totaling $164,173 with our CEO and $50,000 in outstanding convertible debentures.

Income Taxes We have no income tax provision since our prior pre-tax losses are utilized to offset current taxable income. The potential future tax benefits resulting from remaining pre-tax losses have been fully reserved as we are not able to determine if it is more likely than not that we will be able to realize the tax benefits in the future.

Net Income Net income in the year ended October 31, 2012 totaled $152,373 compared to net income of $41,676 in the year ended October 31, 2011, an increase of $110,697 (266%) as discussed above.

14 -------------------------------------------------------------------------------- Liquidity and Capital Resources We fund our operations through sales of our products and services and debt and equity financings.

At October 31, 2013 we had cash and cash equivalents of $252,571 compared to $94,831 at October 31, 2012. The increase of $157,740 is primarily attributable to cash generated from operations reduced by acquisition costs of long-lived assets and the payoff of debt obligations.

Cash Flows Net cash provided by operating activities amounted to $421,990 and $132,272 in the fiscal years ended October 31, 2013 and 2012, respectively. Net cash from operations increased as a result of cash generated from our licensing agreements and services revenues while we managed to maintain operating costs as discussed above while we implemented our overall strategic business plan.

In fiscal 2013 and 2012, cash was used for investing activities for the acquisition of property and equipment in the amount of $8,598 and $5,572, respectively. Additionally, in fiscal 2013 we acquired a domain name, Scada.com, for $41,479.

In fiscal 2013 and 2012, cash was used for financing activities for loan repayments to our CEO in the amounts of $164,173 and $45,827, respectively.

Additionally, in fiscal 2013 we paid off a convertible debenture in the amount of $50,000.

We believe that our cash on hand at October 31, 2013 and our revenue commitments will be sufficient to fund our operations for at least the next 12 months. We have signed significant licensing agreements and continue to market our products and services in accordance with our strategic business plan.

Deferred Tax Asset Valuation Allowance Accounting standards require that we assess whether a valuation allowance should be established against our deferred tax asset based on the consideration of all available evidence using a "more likely than not" standard. In making such judgments, we considered both positive and negative evidence as well as other factors which may impact future operating results. From our inception through October 31, 2012, we had established a full valuation allowance on our deferred tax asset because of a lack of sufficient positive evidence to support its realization. At October 31, 2013, based on its evaluation of the positive and negative evidence, management determined that the Company would utilize a portion of its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize a portion of its deferred tax assets. The positive evidence evaluated as of October 31, 2013 consists of (i) our increased revenues, including the signing of several long term licensing agreements which run through fiscal 2019; (ii) our positive earnings, beginning in fiscal 2011 and increasing in each of fiscal 2012 and 2013; (iii) our ability to maintain operating costs as we have grown revenues; (iv) the utilization of net operating loss carry forwards in the last three fiscal years. The negative evidence evaluated as of October 31, 2013 consists of (i) our history of operating losses from inception through fiscal 2010; (ii) the possibility that a licensing agreement is cancelled or that non licensing revenues will decline; (iii) the possibility that our operating costs will increase. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $406,744 as of October 31, 2013.

Overall the valuation allowance decreased by approximately $462,000 and $699,000 in the years ended October 31, 2013 and 2012, respectively.

Contractual Obligations Not Applicable Off-Balance Sheet Arrangements As of October 31, 2013, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

15 --------------------------------------------------------------------------------Recent Accounting Pronouncements Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying financial statements.

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