UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington
D.C., 20549
 
 
 FORM
10-Q
  
 
 (Mark
One)
 
 R
              QUARTERLY REPORT UNDER SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For
the quarterly period ended December 31, 2009
 
 £
              TRANSITION REPORT UNDER SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
 
 For
the transition
period                      to
 
 Commission
file number: 001-15835
 
 US
Dataworks, Inc.
 (Exact
name of small business issuer as specified in its charter)
 
 Nevada
              84-1290152(State
      or other jurisdiction of
                incorporation
      or organization)
              (I.R.S.  employer
      identification number)One Sugar Creek Center
      Boulevard
                Sugar Land,
      Texas
              77478(Address
      of principal executive offices)
              (Zip
      Code)
 
 Issuer’s
telephone number: (281)
504-8000
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES R
NO £
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.   See definitions of “large accelerated filer,”
“accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer
              £
              Accelerated
      filer
              £Non-accelerated
      file
              £
              Smaller
      reporting company
              R(Do
      not check if smaller reporting company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES £ NO R
 
 Number of
shares of Common Stock outstanding as of February 12, 2010:
33,003,951
  
 
 
 US
DATAWORKS, INC.
 
 TABLE OF
CONTENTS
 
 FORM
10-Q
 
 QUARTERLY
PERIOD ENDED DECEMBER 31, 2009
 
 PagePART
      I — FINANCIAL INFORMATION
              4Item
      1. Financial Statements
              4Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operation
              16Item
      4T. Controls and Procedures
              22PART
      II — OTHER INFORMATION
              22Item
      1. Legal Proceedings
              22Item
      1A. Risk Factors
              22Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              22Item
      3. Defaults Upon Senior Securities
              22Item
      4. Submission of Matters to a Vote of Security Holders
              22Item
      5. Other Information
              23Item
      6. Exhibits
              25
  2
  NOTE
REGARDING FORWARD LOOKING STATEMENTS AND CERTAIN TERMS
 
 When used
in this Report, the words “expects,” “anticipates,” “believes,” “plans,” “will”
and similar expressions are intended to identify forward-looking statements.
These are statements that relate to future periods and include, but are not
limited to, statements regarding our critical accounting policies, our operating
expenses, our strategic opportunities, adequacy of capital resources, our
potential professional services contracts and the related benefits, demand for
software and professional services, demand for our solutions, expectations
regarding net losses, expectations regarding cash flow and sources of revenue,
benefits of our relationship with an MSP, statements regarding our growth and
profitability, investments in marketing and promotion, fluctuations in our
operating results, our need for future financing, effects of accounting
standards on our financial statements, our investment in strategic partnerships,
development of our customer base and our infrastructure, our dependence on our
strategic partners, our dependence on personnel, our employee relations,
anticipated benefits of our restructuring, our disclosure controls and
procedures, our ability to respond to rapid technological change, expansion of
our technologies and products, benefits of our products, our competitive
position, statements regarding future acquisitions or investments, our legal
proceedings, and our dividend policy. Forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties include, but are
not limited to, those discussed herein, as well as risks related to our ability
to develop and timely introduce products that address market demand, the impact
of alternative technological advances and competitive products, market
fluctuations, our ability to obtain future financing, and the risks referred to
in “Item 1A. Risk Factors.” These forward-looking statements speak only as ofthe
date hereof. We expressly disclaim any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in our expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.
 
 All
references to “US Dataworks,” the “Company,” “we,” “us,” or “our” means US
Dataworks, Inc.
 
 MICRworksTM,
Clearingworks®, ReturnworksTM, and RemitworksTM are trademarks of US Dataworks.
Other trademarks referenced herein are the property of their respective
owners.
  3
  PART
I — FINANCIAL INFORMATION
 
 Item
1. Financial Statements
 
 US
DATAWORKS, INC.
 UNAUDITED
CONDENSED BALANCE SHEETS
 
  Dec
      31,
                  2009
                  (Unaudited)
                
                
                March
      31,
                  2009
                  (See
      note)ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                1,089,642
                
                
                $
                403,863Accounts
      receivable, trade
                
                
                617,286
                
                
                
                845,747Prepaid
      expenses and other current assets
                
                
                260,281
                
                
                
                186,578Total
      current assets
                
                
                1,967,209
                
                
                
                1,436,188Property
      and equipment, net
                
                
                201,395
                
                
                
                305,783Goodwill,
      net
                
                
                4,020,698
                
                
                
                4,020,698Other
      assets
                
                
                32,111
                
                
                
                194,359Total
      assets
                
                $
                6,221,413
                
                
                $
                5,957,028
 LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
                
                $
                268,482
                
                
                $
                247,132Accrued
      expenses
                
                
                188,964
                
                
                
                199,940Accrued
      interest — related parties
                
                
                21,398
                
                
                
                38,336Deferred
      revenue
                
                
                423,634
                
                
                
                223,688Note
      payable, current
                
                
                26,459
                
                
                
                35,279Notes
      payable — related party, net unamortized discount of $186,446 and $0,
      respectively
                
                
                3,905,949
                
                
                
                4,203,500Total
      current liabilities
                
                
                4,834,886
                
                
                
                4,947,875Long
      term note payable
                
                
                —
                
                
                
                17,639Total
      liabilities
                
                
                4,834,886
                
                
                
                4,965,514Commitments
      and ContingenciesStockholders’
      Equity:Convertible
      Series B preferred stock, $0.0001 par value 700,000 shares authorized,
      109,333 shares issued and outstanding $3.75 liquidation preference,
      dividends of $365,916 and $334,481 in arrears as of December 31, 2009 and
      March 31, 2009, respectively
                
                
                11
                
                
                
                55Common
      stock, $0.0001 par value  90,000,000 shares authorized;
      32,969,263 and 32,730,870 issued and outstanding as of December 31, 2009
      and March 31, 2009, respectively
                
                
                3,297
                
                
                
                3,273Additional
      paid—in capital
                
                
                65,563,370
                
                
                
                65,063,737Accumulated
      deficit
                
                
                (64,180,151
                )
                
                
                (64,075,551
                )Total
      stockholders’ equity
                
                
                1,386,527
                
                
                
                991,514Total
      liabilities and stockholders’ equity
                
                $
                6,221,413
                
                
                $
                5,957,028
  Note: The
balance sheet at March 31, 2009 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
  The
accompanying notes are an integral part of these condensed financial
statements.
  4
  US
DATAWORKS, INC.
 UNAUDITED
CONDENSED STATEMENTS OF OPERATIONS
 
 For
      the Three Months Ended
                                          December
      31,
                                        
                                        
                                        For
      the Nine Months Ended
                                          December
      31,2009
                                        
                                        
                                        2008
                                        
                                        
                                        2009
                                        
                                        
                                        2008REVENUESSoftware
      licensing revenues
                                        
                                        $
                                        30,977
                                        
                                        
                                        $
                                        36,508
                                        
                                        
                                        $
                                        30,977
                                        
                                        
                                        $
                                        66,508Software
      transactional revenues
                                        
                                        
                                        514,999
                                        
                                        
                                        
                                        540,787
                                        
                                        
                                        
                                        1,554,967
                                        
                                        
                                        
                                        1,601,291Software
      maintenance revenues
                                        
                                        
                                        208,816
                                        
                                        
                                        
                                        217,775
                                        
                                        
                                        
                                        629,675
                                        
                                        
                                        
                                        666,257Professional
      service revenues
                                        
                                        
                                        1,512,066
                                        
                                        
                                        
                                        1,204,941
                                        
                                        
                                        
                                        4,146,889
                                        
                                        
                                        
                                        3,765,741Total
      revenues
                                        
                                        
                                        2,266,858
                                        
                                        
                                        
                                        2,000,011
                                        
                                        
                                        
                                        6,362,508
                                        
                                        
                                        
                                        6,099,797COST
      OF SALES
                                        
                                        
                                        748,964
                                        
                                        
                                        
                                        740,982
                                        
                                        
                                        
                                        2,095,653
                                        
                                        
                                        
                                        2,138,562Gross
      profit
                                        
                                        
                                        1,517,894
                                        
                                        
                                        
                                        1,259,029
                                        
                                        
                                        
                                        4,266,855
                                        
                                        
                                        
                                        3,961,235OPERATING
      EXPENSESResearch
      and development
                                        
                                        
                                        213,994
                                        
                                        
                                        
                                        216,991
                                        
                                        
                                        
                                        644,186
                                        
                                        
                                        
                                        628,594Sales
      and marketing
                                        
                                        
                                        220,562
                                        
                                        
                                        
                                        145,545
                                        
                                        
                                        
                                        720,152
                                        
                                        
                                        
                                        457,100General
      and administrative
                                        
                                        
                                        739,451
                                        
                                        
                                        
                                        489,722
                                        
                                        
                                        
                                        2,104,588
                                        
                                        
                                        
                                        2,102,686Depreciation
      and amortization
                                        
                                        
                                        34,811
                                        
                                        
                                        
                                        46,745
                                        
                                        
                                        
                                        117,473
                                        
                                        
                                        
                                        142,978Total
      operating expense
                                        
                                        
                                        1,208,818
                                        
                                        
                                        
                                        899,003
                                        
                                        
                                        
                                        3,586,399
                                        
                                        
                                        
                                        3,331,358OPERATING
      INCOME
                                        
                                        
                                        309,076
                                        
                                        
                                        
                                        360,026
                                        
                                        
                                        
                                        680,456
                                        
                                        
                                        
                                        629,877OTHER
      INCOME (EXPENSE)Financing
      costs
                                        
                                        
                                        (99,648
                                        )
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (217,895
                                        )
                                        
                                        
                                        (329,692
                                        )Interest
      expense
                                        
                                        
                                        (1,436
                                        )
                                        
                                        
                                        (109,601
                                        )
                                        
                                        
                                        (166,555
                                        )
                                        
                                        
                                        (2,603,020
                                        )Interest
      expense — related party
                                        
                                        
                                        (134,066
                                        )
                                        
                                        
                                        (128,197
                                        )
                                        
                                        
                                        (400,740
                                        )
                                        
                                        
                                        (207,026
                                        )Gain
      on derivatives
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        621,281Other
      income
                                        
                                        
                                        134
                                        
                                        
                                        
                                        11,622
                                        
                                        
                                        
                                        134
                                        
                                        
                                        
                                        71,255Total
      other income (expense)
                                        
                                        
                                        (235,016
                                        )
                                        
                                        
                                        (226,176
                                        )
                                        
                                        
                                        (785,056
                                        )
                                        
                                        
                                        (2,447,202
                                        )INCOME/(LOSS)
      BEFORE PROVISION FOR INCOME TAXES
                                        
                                        
                                        74,060
                                        
                                        
                                        
                                        133,850
                                        
                                        
                                        
                                        (104,600
                                        )
                                        
                                        
                                        (1,817,325
                                        )PROVISION
      FOR INCOME TAXES
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —NET
      INCOME/(LOSS)
                                        
                                        $
                                        74,060
                                        
                                        
                                        $
                                        133,850
                                        
                                        
                                        $
                                        (104,600
                                        )
                                        
                                        $
                                        (1,817,325
                                        )EARNINGS/(LOSS)
      PER SHAREATTRIBUTABLE
      TO COMMON STOCKBasic
      and diluted earnings/(loss) per share
                                        
                                        $
                                        0.00
                                        
                                        
                                        $
                                        0.00
                                        
                                        
                                        $
                                        0.00
                                        
                                        
                                        $
                                        (0.06
                                        )Basic
      weighted - average shares outstanding
                                        
                                        
                                        32,960,100
                                        
                                        
                                        
                                        32,569,017
                                        
                                        
                                        
                                        32,861,416
                                        
                                        
                                        
                                        32,361,717Effect
      of dilutive securities:Stock
      options
                                        
                                        
                                        55,400
                                        
                                        
                                        
                                        21,053
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —Diluted
      weighted
      - average shares outstanding
                                        
                                        
                                        33,015,500
                                        
                                        
                                        
                                        32,590,076
                                        
                                        
                                        
                                        32,861,416
                                        
                                        
                                        
                                        32,361,717
  The
accompanying notes are an integral part of these condensed financial
statements.
  5
  US
DATAWORKS, INC.
 
 UNAUDITED
CONDENSED STATEMENTS OF CASH FLOW
 
 For
the Nine Months Ended December 31,
  2009
              
              
              2008Cash
      flows from operating activities:-Net
      loss
              
              $
              (104,600
              )
              
              $
              (1,817,327
              )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation
      and amortization of property and equipment
              
              
              117,473
              
              
              
              142,978Amortization
      of note discount on convertible promissory note
              
              
              183,711
              
              
              
              1,995,636Amortization
      of deferred financing costs
              
              
              162,248
              
              
              
              487,260Stock
      based compensation
              
              
              179,454
              
              
              
              218,238Gain
      on derivatives
              
              
              —
              
              
              
              (621,281
              )Changes
      in operating assets and liabilities:Accounts
      receivable, net
              
              
              228,461
              
              
              
              (83,492
              )Prepaid
      expenses and other current assets
              
              
              (73,702
              )
              
              
              57,762Deferred
      revenue
              
              
              199,946
              
              
              
              138,623Accounts
      payable
              
              
              21,350
              
              
              
              (4,029
              )Accrued
      expenses
              
              
              (10,977
              )
              
              
              (194,492
              )Interest
      payable
              
              
              (16,938
              )
              
              
              52,713Net
      cash provided by operating activities
              
              
              886,426
              
              
              
              372,589Cash
      flows from investing activities:Purchase
      of property and equipment
              
              
              (13,085
              )
              
              
              (14,536
              )Net
      cash used in investing activities
              
              
              (13,085
              )
              
              
              (14,536
              )
 Cash
      flows from financing activities:Proceeds
      from note payable-related party
              
              
              —
              
              
              
              3,703,500Repayment
      of note payable-related party
              
              
              (111,105
              )
              
              
              —Repayment
      of convertible promissory note
              
              
              —
              
              
              
              (4,000,000
              )Deferred
      financing costs
              
              
              —
              
              
              
              (432,659
              )Payment
      on extension of note payable-related party
              
              
              (50,000
              )
              
              
              —Payments
      on  note payable
              
              
              (26,457
              )
              
              
              (26,460
              )Net
      cash used in financing activities
              
              
              (187,562
              )
              
              
              (755,619
              )Net
      (decrease)/increase in cash and cash equivalents
              
              
              685,779
              
              
              
              (397,567
              )Cash
      and cash equivalents, beginning of period
              
              
              403,863
              
              
              
              903,393Cash
      and cash equivalents, end of period
              
              $
              1,089,642
              
              
              $
              505,826Supplemental
      disclosures of cash flow information:Interest
      paid
              
              $
              408,363
              
              
              $
              366,854Income
      taxes paid
              
              $
              —
              
              
              $
              —
 
 The
accompanying notes are an integral part of these condensed financial
statements.
  6
 
 US
DATAWORKS, INC.
 
 NOTES
TO UNAUDITED FINANCIAL STATEMENTS
 
 1.
              Organization
      and Business
 
 General
 
 US
Dataworks, Inc. (the “Company”), a Nevada corporation, develops, markets, and
supports payment processing software for the financial services industry. Its
customer base includes many of the largest financial institutions as well as
credit card companies, government institutions, and high-volume merchants in the
United States. The Company was formerly known as Sonicport, Inc.
 
 2.
              Summary
      of Significant Accounting
Policies
 
 Interim Financial
Statements
 
 The
accompanying interim unaudited condensed financial statements included herein
have been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. The financial statements reflect all
adjustments that are, in the opinion of management, necessary to fairly present
such information. All such adjustments are of a normal recurring nature.
Although the Company believes that the disclosures are adequate to make the
information presented not misleading, certain information and footnote
disclosures, including a description of significant accounting policies normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America (“US GAAP”), have
been condensed or omitted pursuant to such rules and regulations.
 
 These
financial statements should be read in conjunction with the audited financial
statements and the notes thereto included in the Company’s  Annual
Report on Form 10-K for the fiscal year ended March 31, 2009.  The
results of operations for interim periods are not necessarily indicative of the
results for any subsequent quarter or the fiscal year ending March 31,
2010.
 
 Financial Accounting
Standards Board (“FASB”) Codification
 
 In June
2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
168, “The FASB Accounting
Standards Codification TM and the Hierarchy of Generally Accepted Accounting
Principles – a replacement of FASB Statement No. 162” (“SFAS 168”). The
FASB Accounting Standards
Codification TM, (“Codification” or “ASC”) became the source of
authoritative GAAP recognized by the FASB to be applied by nongovernmental
entities. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants. On
the effective date of SFAS 168, the Codification superseded all then-existing
non-SEC accounting and reporting standards. All other non-grandfathered non- SEC
accounting literature not included in the Codification became non-authoritative.
Following SFAS 168, the FASB will no longer issue new standards in the form of
Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts;
instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not
consider ASUs as authoritative in their own right; rather, these updates will
serve only to update the Codification, provide background information about the
guidance, and provide the bases for conclusions on the change (s) in the
Codification. SFAS No. 168 is incorporated in ASC Topic 105, Generally Accepted Accounting
Principles.The Company adopted SFAS No. 168 in the second quarter of
2009, and the Company will provide reference to both the Codification topic
reference and the previously authoritative references related to Codification
topics and subtopics, as appropriate.
 
 Revenue
Recognition
 
 The
Company recognizes revenues associated with its software services in accordance
with the provisions of the FASB Accounting Standards Codification (“ASC”) Topic
No. 985 – 605, “Software –
Revenue Recognition”(formerly American Institute of Certified Public
Accountants’ Statement of Position 97- 2, “Software Revenue
Recognition”). The Company licenses its software products under
nonexclusive, nontransferable license agreements. These arrangements do not
require significant production, modification, or customization. Therefore,
revenue is recognized when such a license agreement has been signed, delivery of
the software product has occurred, the related fee is fixed or determinable, and
collectibility is probable.
  7
 
 In most
cases, the Company licenses its software on a transactional fee basis in lieu of
an up-front licensing fee. In these arrangements, the customer is charged a fee
based upon the number of items processed by the software and the Company
recognizes revenue as these transactions occur. The transaction fee also
includes the provision of standard maintenance and support services as well as
product upgrades should such upgrades become available.
 
 If
professional services were provided in conjunction with the installation of the
software licensed, revenue is recognized when these services have been provided.
For contracts that are fixed bid or milestone driven, the Company will recognize
revenue on a percentage of completion basis for the portion of professional
services related to customized customer projects that have been completed but
are not yet deliverable to customer.
 
 For
license agreements that include a separately identifiable fee for contracted
maintenance services, such maintenance revenues are recognized on a
straight-line basis over the life of the maintenance agreement noted in the
agreement, but following any installation period of the software.
 
 Classification of
labor-related expenses within the income statement - change in application of
accounting principle
 
 The
Company categorizes its personnel into five separate functional departments:
Professional Services (“Services”), Software Maintenance (“Maintenance”),
Research and Development (“R&D”), Sales and Marketing (“S&M”) and
General and Administrative (“Administrative”). Effective as of November 14,
2009, the Company has implemented certain changes in the way it applies the
accounting principle regarding the classification of labor-related expenses as
either cost of sales or operating expenses in the income statement.
 
 Prior
to November 14, 2009, the Company used the following approach to classify such
expenses. The Company’s costs incurred employing personnel working in its
Services, Maintenance and R&D functions were classified as either cost of
sales or operating expenses depending on whether the hours worked by such
personnel were billable as professional or maintenance services to the customer.
If the hours worked were billable to the customer, the costs were classified as
cost of sales while all non-billable hours worked and all costs associated with
vacation pay, holiday pay and training for such personnel were classified as
operating expenses.
 
 Effective
as of November 14, 2009, the Company implemented the following new approach to
classify such expenses. All of the Company’s labor costs including benefits
incurred employing personnel working in its Services and Maintenance functions
are classified as cost of sales regardless of whether the hours worked by such
personnel are billable to the customer. All of the Company’s costs incurred
employing personnel working in its R&D, S&M and Administrative functions
are classified as operating expenses.
 
 The
Company believes that these changes in accounting policy enable it to better
reflect the costs of its five functional departments and the overall reporting
of gross profit and margins, from period to period.
 
 In
order to conform to the current application, the Company reclassified a net of
$118,229 from operating expenses to cost of sales for the nine months ended
December 31, 2009. To conform to the current application, the Company
reclassified a net of $208,684 from operating expenses to cost of sales for the
three months ended June 30, 2008, a net of $145,635 for the quarter ended
September 30, 2008, a net of $176,725 for the quarter ended December 31, 2008
and a total net of $531,044 from operating expenses to cost of sales for the
nine months ended December 31, 2008.
 
 Goodwill
 
 The
goodwill recorded on the Company’s books is from the acquisition of US
Dataworks, Inc. in fiscal year 2001, which remains the Company’s single
reporting unit. FASB ASC Topic No. 350, “Intangibles – Goodwill and Other
Intangibles”(formerly SFAS No. 142 “Goodwill and Other Intangible
Assets”), requires goodwill for each reporting unit of an entity be
tested for impairment by comparing the fair value of each reporting unit with
its carrying value. Fair value is determined using a combination of the
discounted cash flow, market multiple and market capitalization valuation
approaches. Significant estimates used in the methodologies include estimates of
future cash flows, future short-term and long-term growth rates, weighted
average cost of capital and estimates of market multiples for each reportable
unit. On an ongoing basis, absent any impairment indicators, the Company
performs impairment tests annually during the fiscal fourth
quarter.
  8
 
 FASB ASC
Topic No. 350 requires goodwill to be tested annually, typically performed
during the fiscal fourth quarter, and between annual tests if events occur or
circumstances change that would more likely than not reduce the fair value of
the reportable unit below its carrying amount. The Company did not record an
impairment of goodwill for the year ended March 31, 2009.
 
 Convertible
Debt Financing — Derivative Liabilities
 
 The
Company reviews the terms of convertible debt and equity instruments issued to
determine whether there are embedded derivative instruments, including embedded
conversion options that are required to be bifurcated and accounted for
separately as a derivative financial instrument. In circumstances where the
convertible instrument contains more than one embedded derivative instrument,
including the conversion option, that is required to be bifurcated, the
bifurcated derivative instruments are accounted for as a single, compound
derivative instrument. Also, in connection with the sale of convertible debt and
equity instruments, the Company may issue freestanding options or warrants that
may, depending on their terms, be accounted for as derivative instrument
liabilities, rather than as equity.
 
 In
accordance with FASB ASC Topic No. 815, “Derivatives and Hedging”(formerly SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities”),as amended, the convertible debt
holder’s conversion right provision, interest rate adjustment provision,
liquidated damages clause, cash premium option, and the redemption option
(collectively, the debt features) contained in the terms governing the
convertible notes are not clearly and closely related to the characteristics of
the notes. Accordingly, the features qualify as embedded derivative instruments
at issuance and, because they do not qualify for any scope exception within FASB
ASC Topic No. 815, they are required to be accounted for separately from the
debt instrument and recorded as derivative instrument liabilities.
 
 Stock
Options
 
 Effective
April 1, 2006, the Company adopted SFAS No. 123 (revised 2004), Share-Based Payment(“SFAS
123R”), which is incorporated in FASB ASC Topic No. 718, “Compensation – Stock Compensation”,and requires the measurement and recognition of compensation expense for
all share-based payment awards made to employees and directors, including
employee stock options, based on estimated fair values. The Company adopted FASB
ASC Topic No. 718 using the modified prospective transition method, which
requires the application of the accounting standard as of April 1, 2006, the
first day of the Company’s fiscal year 2007. Stock-based compensation expense
recognized under FASB ASC Topic No. 718, which consists of stock-based
compensation expense related to employee and director stock options and
restricted stock issuances, for the three and nine months ended December 31 2009
was $60,952 and $179,454, respectively, and $32,033 and $218,238, respectively,
for the three and nine months ended December 31, 2008.
 
 FASB ASC
Topic No. 718 requires companies to estimate the fair value of share-based
payment awards on the date of grant using an option-pricing model. The value of
the portion of the award that is ultimately expected to vest is recognized as
expense over the requisite service periods in the Company’s Statement of
Operations. Stock-based compensation expense recognized during the period is
based on the value of the portion of share-based payment awards that is
ultimately expected to vest during the period. Compensation expense recognized
for all employee stock options awards granted is recognized over their
respective vesting periods unless the vesting period is graded. As stock-based
compensation expense recognized in the Statement of Operations for the three and
nine months ended December 31, 2009 is based on awards ultimately expected to
vest, it has been reduced for estimated forfeitures as per the tables
below.
 
 Upon
adoption of FASB ASC Topic No. 718, the Company continued to use the
Black-Scholes-Merton (“Black Scholes”) option valuation model, which requires
management to make certain assumptions for estimating the fair value of employee
stock options granted at the date of the grant. There were no options granted
during the three months ended December 31, 2009. During the nine months ended
December 31, 2009 there were 800,000 options granted. There were 0 and 483,335
options granted during the three and nine months ended December 31, 2008,
respectively. In determining the compensation cost of the options granted during
the three and nine months ended Deember 31, 2009, as specified by FASB ASC Topic
No. 718, the fair value of each option grant has been estimated on the date of
grant using the Black-Scholes pricing model and the weighted average assumptions
used in these calculations are summarized as follows:
 
 For
      the Three Months Ending
              
              For
      the Nine Months EndingDecember
      31,
              
              December
      31,2009
              
              2008
              
              2009
              
              2008Risk-free
      Interest Rate
              N/A
              
              N/A
              
              0.91%
              
              2.43%Expected
      Life of Options Granted
              N/A
              
              N/A
              
              10
      years
              
              10
      yearsRequisite
      Service period
              N/A
              
              N/A
              
              1-3
      years
              
              1-3
      yearsExpected
      Volatility
              N/A
              
              N/A
              
              208%
              
              189%Expected
      Dividend Yield
              N/A
              
              N/A
              
              0
              
              0Expected
      Forfeiture Rate
              N/A
              
              N/A
              
              30%
              
              30%
 
 As of
December 31, 2009, there was approximately $112,618 of total unrecognized
compensation cost related to nonvested share-based compensation arrangements,
which is expected to be recognized over a period of 3 years.
 
 Earnings/(Loss) per
Share
 
 The
Company calculates loss per share in accordance with FASB ASC Topic No. 260 –
10, “Earnings Per Share”(formerly SFAS No. 128, “Earnings per Share”). Basic
loss per share is computed by dividing the net loss by the weighted-average
number of common shares outstanding. Diluted loss per share is computed in a
similar manner to basic loss per share except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if the potential common stock equivalents had been issued and if the
additional common shares were dilutive.
 
 The
following potential common stock equivalents have been excluded from the
computation of diluted net earnings/(loss) per share for the periods presented
because the effect would have been anti-dilutive (options and warrants typically
convert on a one-for-one basis, see conversion details of the preferred stock
stated below for the common stock shares issuable upon conversion):
  For
      the Nine Months Ended
                December
      31,2009
              
              
              2008Options
      outstanding under the Company’s stock option plans
              
              
              7,260,720
              
              
              
              6,904,220Options
      granted outside the Company’s stock option plans
              
              
              1,160,000
              
              
              
              1,160,000Warrants
      issued in conjunction with private placements
              
              
              2,888,201
              
              
              
              3,538,201Warrants
      issued as a financing cost for notes payable and convertible notes
      payable
              
              
              6,705,304
              
              
              
              4,651,163Warrants
      issued for services rendered and litigation settlement
              
              
              200,000
              
              
              
              200,000Warrants
      issued as consideration for note extension
              
              
              2,054,141
              
              
              
              200,000Convertible
      Series B preferred stock (a)
              
              
              109,933
              
              
              
              109,933
 
 ____________
 (a)
              The
      Series B preferred stock is convertible into shares of common stock at a
      conversion ratio of one share of Series B preferred stock into one share
      of common stock.
 
 Estimates
 
 The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
 
 Concentrations
of Credit Risk
 
 The
Company sells its products throughout the United States and extends credit to
its customers. It also performs ongoing credit evaluations of such customers.
The Company does not obtain collateral to secure its accounts receivable. The
Company evaluates its accounts receivable on a regular basis for collectibility
and provides for an allowance for potential credit losses as deemed
necessary.
  9
 
 Two
customers accounted for 65% and 11%, respectively, of the Company’s net revenues
for the three months ended December 31, 2009. Two customers accounted for 61%
and 12%, respectively, of the Company’s net revenues for the nine months ended
December 31, 2009. Two customers accounted for 50%, and 21%, respectively, of
the Company’s net revenues for the three months ended December 31, 2008. Two
customers accounted for 50% and 21%, respectively, of the Company’s net revenues
for the nine months ended December 31, 2008.
 
 At
December 31, 2009 and 2008, amounts due from these significant customers
accounted for 44% and 50%, respectively, of the Company’s accounts
receivable.
  Reclassifications
 
 Certain
items in the 2008 statement of operations for the three and nine month periods
ending December 31, 2008, have been reclassified to conform to the 2009
presentation.
 3.
              Prepaid expenses and
      other current assets
 
 Prepaid
expenses and other current assets are comprised of prepaid expenses, and
unbilled accounts receivable. Unbilled accounts receivable is defined as
professional services already performed under fixed bid or milestone contracts
that have not yet been invoiced.
 
 As of
December 31, 2009 and March 31, 2009, prepaid expenses were $18,750 and $29,297,
respectively, and unbilled accounts receivable were $241,530 and $157,281,
respectively.
 
 4.
              Property
      and Equipment
 
 Property
and equipment as of December 31, 2009 and March 31, 2009 consisted of the
following:
 
 December
      31, 2009
              
              
              March
      31, 2009Furniture
      and fixtures
              
              $
              99,535
              
              
              $
              99,535Office
      and telephone equipment
              
              
              182,275
              
              
              
              182,275Computer
      equipment
              
              
              747,631
              
              
              
              734,546Computer
      software
              
              
              1,271,098
              
              
              
              1,271,098Leasehold
      improvements
              
              
              64,733
              
              
              
              64,7332,365,272
              
              
              
              2,352,187Less
      accumulated depreciation and amortization
              
              
              (2,163,877
              )
              
              
              (2,046,404
              )Total
              
              $
              201,395
              
              
              $
              305,783
 
 Depreciation
and amortization expense for the three months ended December 31, 2009 and 2008
was $34,811 and $117,473, respectively. Depreciation and amortization expense
for the nine months ended December 31, 2009 and 2008 was $46,745 and $142,978,
respectively.
  5.
              Notes
      Payable — Related Parties
 
 On
November 13, 2007, the Company completed its financing with certain
institutional investors that included the issuance of $4,000,000 in aggregate
principal amount of senior secured convertible notes due November 13, 2010 (the
“Prior Notes”). Interest on the Prior Notes accrued at a per annum rate equal to
the 6-month LIBOR rate plus five hundred basis points. The Prior Notes were
convertible at any time into shares of the Company’s common stock at the
conversion price of $0.43 per share. The financing also included the issuance of
warrants to purchase a total of 4,651,162 shares of the Company’s common stock
at an exercise price of $0.43 per share (the “Warrants”). The Warrants are
exercisable until November 13, 2012 and include anti-dilution provisions that
will adjust the number of shares of common stock underlying the Warrants as well
as the exercise price of the Warrants in certain instances involving the
Company’s issuance of common stock below the exercise price of $0.43 per share.
From the date of issuance through the date that the Prior Notes were paid in
full, the conversion feature of the Prior Notes and the Warrants was accounted
for as an embedded derivative in accordance with FASB ASC Topic No. 815. The
Prior Notes were redeemed in full and retired on August 13, 2008 using the
proceeds from the Company’s issuance of the Refinance Notes (discussed
below).
 
 In
connection with the redemption of the Prior Notes, the Company entered into a
Note Purchase Agreement and issued an aggregate of $3,703,500 Senior Secured
Notes due August 13, 2009 (the “Redemption Refinance Notes”). The Redemption
Refinance Notes were purchased by the Company’s Chief Executive Officer and a
member of its Board of Directors (“Holders”). As originally issued, the
Redemption Refinance Notes bore interest at a rate of 12% per annum with
interest payments due in arrears monthly.
  10
 
 Pursuant
to the Redemption Refinance Notes as originally issued, if the Company fails to
pay any amount of principal, interest, or other amounts when and as due, then
the Redemption Refinance Notes will bear an interest rate of 18% until such time
as the Company cures this default. In addition, if the Company is subject to
certain events of bankruptcy or insolvency, the Redemption Refinance Notes
provide that the Holders may redeem all or a portion of the Redemption Refinance
Notes. As of December 31, 2009, the Company is in compliance with its debt
covenants.
 
 The
Redemption Refinance Notes are secured by a Security Agreement, dated August 13,
2008, by and between the Company and the Holders, pursuant to which the Company
granted the Holders a security interest in all its personal property, whether
now owned or hereafter acquired, including but not limited to, all accounts
receivable, copyrights, trademarks, licenses, equipment and all proceeds as from
such collateral.
 
 On
February 19, 2009, US Dataworks, Inc. (the "Company") entered into Note
Modification Agreements with the holders of the Redemption Refinance Notes.
Effective as of February 19, 2009, the Note Modification Agreements amended the
Redemption Refinance Notes as follows: (1) the maturity date of the Redemption
Refinance Notes was extended from August 13, 2009 to December 31, 2009; (2) the
annual interest rate on the Redemption Refinance Notes increased from 12% to
13%; and (3) the interest rate escalation clause related to an event of default
was deleted. The Note Modification Agreements also added a mandatory principal
payment provision that required the Company to reduce the principal balance of
the Redemption Refinance Notes by 3% of the original principal amount of the
Redemption Refinance Notes after the end of each calendar quarter starting with
March 31, 2009 as long as such payment would not reduce the Company's cash
balance below $500,000 as of the last day of such quarter. If making such
principal payment would reduce the Company's cash balance below $500,000 as of
such date, the amount of the principal payment will be reduced to the amount, if
any, by which the Company's cash balance as of such date exceeds $500,000. The
amount to be paid is to be determined each quarter and is not cumulative from
quarter to quarter. These principal payments are to be made within 10 business
days after the end of each quarter. An amendment fee of 1% of the outstanding
principal balances of the Refinance Notes totaling $37,035 was expensed and paid
to the holders thereof.
 
 On
May 20, 2009, the Company again entered into Note Modification Agreements with
the holders of the Redemption Refinance Notes that amended the Redemption
Refinance Notes as follows: (1) the Other Note (defined below) was included in
the definition of “Permitted Indebtedness” and (2) the Company was allowed to
make voluntary interest payments on the Other Note notwithstanding the fact that
the Redemption Refinance Notes are otherwise senior to the Other
Note.
 
 On June
26, 2009, the Company again entered into Note Modification Agreements with the
holders of the Redemption Refinance Notes that amended the Redemption Refinance
Notes as follows: (1) the maturity date of the Redemption Refinance Notes was
extended from December 31, 2009 to July 1, 2010; and (2) the mandatory principal
payment provision was revised to provide that to the extent the Company’s cash
balance at the end of each calendar quarter exceeds $611,105, one-fourth of such
excess amount must be used by the Company to pay down the principal balance of
the Redemption Refinance Notes and the Company has the discretion to use an
additional one-fourth of such excess amount to further pay down the principal
balance of the Redemption Refinance Notes. Other than this additional principal
payment requirement, the principal payment provision remained unchanged. In
consideration of these amendments, the Company (i) paid to the holders of the
Redemption Refinance Notes a fee of $50,000 in cash on July 1, 2009 and (ii)
issued to the holders of the Redemption Refinance Notes warrants to purchase
1,854,141 shares of the Company’s common stock at an exercise price of $0.43 per
share, with these warrants being subject to the additional terms specified in
the Note Modification Agreements. The warrants were assigned an initial fair
value of $320,157 using a lattice model with the following primary assumptions:
209% annual volatility, risk free rate of 2.58%, initial target exercise price
at 200% of exercise price, and exercise behavior limited based on trading volume
projections. In accordance with FASB ASC Topic No. 470 - 50, “Debt – Modifications and
Extinguishments”(formerly EITF 96-19 “Debtor’s Accounting for a
Modification or Exchange of Debt Instrument”),the consideration paid to
the holders has been accounted for as an additional debt discount amortized over
the remaining term of the Redemption Refinance Notes. The amount amortized
during the nine month period ended December 31, 2009, associated with the debt
discount is $133,711.
 
 On
September 26, 2006, the Company entered into a note payable with its Chief
Executive Officer for $500,000. The note bore interest at the annual rate
of  8.75%, was unsecured and was due September 25, 2007. On September
25, 2007, the Company entered into a new note payable agreement that replaced
the September 2006 note. As of September 30, 2009, the outstanding balance on
this note payable was $500,000 with the same terms as the September 2006 note
(the “Other Note”). As originally issued, the principal, together with any
unpaid accrued interest on the Other Note, was due and payable in full on demand
on the earlier of: (i) the full and complete satisfaction of the Prior Notes and
(ii) ninety-one (91) days following the expiration of the term of the Prior
Notes, unless such date was extended by the mutual agreement of the
parties.
  11
 
 On May
20, 2009, the Company entered into a Note Modification Agreement with the holder
of the Other Note. Effective as of May 20, 2009, the Note Modification Agreement
amended the Other Note as follows: (1) it was clarified that the Note was a
demand note for which full payment can be required at any time on or after the
maturity date; (2) the maturity date of the Note was extended to December 31,
2009; and (3) the Company was allowed to make voluntary prepayments under the
Note without penalty.
 
 On June
26, 2009, the Company again entered into a Note Modification Agreement with the
holder of the Other Note that extended the maturity date of the Other Note from
December 31, 2009 to July 1, 2010. In consideration of this amendment, the
Company paid to the holder of the Other Note a fee of $6,667 in cash on July 1,
2009.
 
 On
February 9, 2010, the Company restructured the Redemption Refinance Notes and
the Other Note. (see footnote 9 – Subsequent Events)
 
 6.
              Stockholders’
      Equity
 
 Preferred
Stock
 
 The
Company has 10,000,000 authorized shares of $0.0001 par value preferred stock.
The preferred stock may be issued in series, from time to time, with such
designations, rights, preferences, and limitations as the Board of Directors may
determine by resolution.
 
 Convertible
Series B Preferred Stock
 
 The
Company has 700,000 shares authorized, and 109,933 shares issued and
outstanding, of $0.0001 par value convertible Series B preferred stock. The
Series B preferred stock has a liquidation preference of $3.75 per preferred
share and carries a 10% cumulative preferred dividend payable each March 1 and
September 1 if and when declared by the Board of Directors. The Series B
preferred stock is convertible into shares of common stock at a conversion ratio
of one share of Series B preferred stock for one share of common stock (109,933
common shares). The Company has the right to redeem the Series B preferred stock
at any time after issuance at a redemption price of $4.15 per share plus any
accrued but unpaid dividends.
 
 
 Stock
Options
 
 In August
1999, the Company implemented its 1999 Stock Option Plan (the “1999 Plan”). In
August 2000, the Company’s Board of Directors approved the 2000 Stock Option
Plan (the “2000 Plan”), which amended and restated the 1999 Plan. In September
2006, shareholders approved an amendment to the Company’s amended and restated
2000 Stock Option Plan to increase the maximum aggregate number of shares
available for issuance there under from 6,000,000 to 7,500,000. Under the
evergreen provisions of the plan, the maximum aggregate number of shares
available for issuance is currently 9,000,000. The exercise price must not be
less than the fair market value on the date of grant of the option. The options
vest in varying increments over varying periods and expire 10 years from the
date of vesting. In the case of incentive stock options granted to any 10%
owners of the Company, the exercise price must not be less than 100% of the fair
market value on the date of grant. Such incentive stock options vest in varying
increments and expire five years from the date of vesting.
 
 During
the three months ended December 31, 2009, and 2008, the Company did not grant
any stock options.
 
 During
the nine months ended December 31, 2009, the Company granted 800,000 stock
options to certain employees that may be exercised at prices ranging between
$0.20 and $0.28 per share. During the nine months ended December 31, 2008, the
Company granted 483,335 stock options to certain employees that may be exercised
at a price of $0.28 per share.
  12
  The
following table summarizes certain information relative to stock
options:
 
 2000 Stock Option Plan
              
              
              Outside of PlanWeighted-Average
              
              
              
              
              
              Weighted-AverageShares
              
              
              Exercise price
              
              
              Shares
              
              
              Exercise priceOutstanding,
      March 31, 2009
              
              
              6,964,220
              
              
              $
              0.68
              
              
              
              1,160,000
              
              
              $
              1.02Granted
              
              
              800,000
              
              
              $
              0.24
              
              
              
              0
              
              
              
              0Exercised
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Forfeited/canceled
              
              
              (18,500
              )
              
              $
              0.56
              
              
              
              0
              
              
              
              0Outstanding,
      December 31, 2009
              
              
              7,745,720
              
              
              $
              0.64
              
              
              
              1,160,000
              
              
              $
              1.02Exercisable,
      December 31, 2009
              
              
              6,704,893
              
              
              $
              0.70
              
              
              
              1,160,000
              
              
              $
              1.02
 
 The
weighted-average remaining life and the weighted-average exercise price of all
of the options outstanding at December 31, 2009 were 5.94 years and $0.69,
respectively. The exercise prices for the options outstanding at December 31,
2009 ranged from $0.15 to $6.25, and information relating to these options is as
follows:
 
 Weighted-Weighted-
              
              
              
              
              AverageAverage
              
              Weighted-
              
              
              ExerciseRange
      of
              
              
              Stock
              
              
              Stock
              
              Remaining
              
              Average
              
              
              Price
      ofExercise
              
              
              Options
              
              
              Options
              
              Contractual
              
              Exercise
              
              
              OptionsPrices
              
              
              Outstanding
              
              
              Exercisable
              
              Life
              
              Price
              
              
              Exercisable$
              0.15
      — 0.80
              
              
              
              6,460,384
              
              
              
              5,419,557
              
              6.49
      years
              
              $
              0.49
              
              
              $
              0.54$
              0.81
      — 1.35
              
              
              
              1,734,836
              
              
              
              1,734,836
              
              4.62
      years
              
              $
              0.93
              
              
              $
              0.93$
              1.36
      — 6.25
              
              
              
              710,500
              
              
              
              710,500
              
              4.13
      years
              
              $
              1.88
              
              
              $
              1.888,905,720
              
              
              
              7,864,893
  Restricted
Stock
 
 During
the three months ended December 31, 2009, the Company granted 28,710 shares of
common stock (at $0.29 per share based on the closing price of the common stock
on the grant date) to its outside directors pursuant to the Company’s Outside
Director Compensation Plan. The Company expensed $8,550 related to these grants
during the three months ended December 31, 2009.
 
 During
the nine months ended December 31, 2009, the Company granted 50,000 shares of
common stock (at $0.21 per share based on the closing price of the common stock
on the grant date) to the President and Chief Operating Officer pursuant to his
employment agreement and 90,476 shares of common stock (at $0.21 per share based
on the closing price of the common stock on the grant date) to a board member
for his work related to his prior service as Chairman of the Executive
Committee. The Company expensed $12,125 related to these grants during the nine
months ended December 31, 2009. The shares are granted under the 2000
Plan.
 
 During
the nine months ended December 31, 2009, the Company granted 40,714 shares of
common stock (at $0.21 per share based on the closing price of the common stock
on the grant date), 28,498 shares of common stock (at $0.30 per share based on
the closing price of the stock on the grant date) and 28,710 shares of common
stock (at $0.29 per share based on the closing price of the stock on the grant
date) to its outside directors pursuant to the Company’s Outside Director
Compensation Plan. The Company expensed $25,650 related to these grants during
the nine months ended December 31, 2009.
  During
the three months ended December 31. 2008, the Company granted 50,000 shares of
restricted common stock at $0.22 per share based on the closing price of the
common stock on the grant date, to the President and Chief Operating Officer
pursuant to his employment agreement, and 80,000 shares valued at $0.22 per
share based on the closing price of the common stock on the grant date, to an
independent member of the Board of Directors associated with his service as a
member of the Company’s Executive Committee.
 
 The
company expensed $4,875 related to these grants during the three months ended
December 31, 2008. The shares are granted under the 2000 Plan.
 
 During
the nine months ended December 31, 2008, the Company granted 50,000 shares of
restricted common stock at $0.12 per share and 50,000 shares of restricted
common stock at $0.22, based on the closing price of the common stock on the
respective grant dates, to the President and Chief Operating Officer pursuant to
his employment agreement, and 55,555 shares valued at $0.12 per share and 80,000
shares valued at $0.22, based on the closing price of the common stock on the
respective grant dates, to an independent member of the Board of Directors
associated with his service as a member of the Company’s Executive
Committee.
 
 The
Company expensed $7,514 related to these grants during the nine months ended
December 31, 2008. The shares are granted under the 2000 Plan
  13
  7.
                Fair Value
      Measurements
  On April
1, 2008, the Company adopted SFAS No. 157 “Fair Value Measurements”(“SFAS 157”), which is incorporated in FASB ASC Topic No. 820 - 10, “Fair Value Measurements and
Disclosures”. FASB ASC Topic No. 820 - 10, among other things, defines
fair value, establishes a consistent framework for measuring fair value and
expands disclosure for each major asset and liability category measured at fair
value on either a recurring or nonrecurring basis. FASB ASC Topic No. 820 – 10
clarifies that fair value is an exit price, representing the amount that would
be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants. As such, fair value is a market-based
measurement that should be determined based on assumptions that market
participants would use in pricing an asset or liability. As a basis for
considering such assumptions, FASB ASC Topic No. 820 – 10 establishes a
three-tier fair value hierarchy, which prioritizes the inputs used in measuring
fair value as follows:
 
 Level 1.
Observable inputs such as quoted prices in active markets for identical assets
or liabilities;
 
 Level 2.
Inputs, other than quoted prices included within Level 1, that are observable
either directly or indirectly; and
 
 Level 3.
Unobservable inputs in which there is little or no market data, which require
the reporting entity to develop its own assumptions.
 
 As of
December 31, 2009, the Company had no assets or liabilities that were marked to
fair value under FASB ASC Topic No. 820 - 10.
  8.
              Liquidity
 
 Due to
our history of experiencing negative cash flows from operations, except for the
recent fiscal year 2009 and the first three quarters of fiscal year 2010, we had
incurred $4.2 million of debt and at December 31, 2009 we had $4.1 million of
debt coming due on July 1, 2010.  As noted in the following Subsequent
Event footnote 9, on February 9, 2010, we restructured this debt going forward
such that $1.0 million payable to Silicon Valley Bank will be due in monthly
payments of $27,777 over 36 months beginning March 1, 2010 and the balance of
$2,295,000 payable to John L. Nicholson and $787,245 payable to Charles E. Ramey
will become due January 1, 2014.  While we currently expect to able to
fund the debt and interest payments as they come due from the Company’s
operating cash flow, there can be no assurances that that this will in fact
occur.
 
 In addition, while we expect to be able
to fund our operations from operating cash flow, if that is not the case, our
long term viability will again depend on our ability to obtain adequate sources
of debt or equity funding to fund the continuation of our business operations
and to ultimately achieve adequate profitability and cash flows to sustain our
operations. We will need to increase revenues from software licenses,
transaction-based software license contracts and professional services
agreements to become profitable.
 
 9.
              Subsequent
      Events
 
 On
February 9, 2010, the Company entered into a Loan and Security Agreement (the
“Loan Agreement”) with Silicon Valley Bank (“SVB”) and related agreements and
documents providing for a senior credit facility comprised of a revolving line
of credit and a term loan (the “Credit Facility”).  The initial
maximum availability under the revolving line of credit (the “Revolver”) is
$250,000 and increases to $1,000,000 on July 1, 2010.  The maturity
date of the Revolver is February 8, 2011.  The Revolver accrues
interest at an annual rate equal to the higher of (i) 1.25% above SVB’s prime
rate and (ii) 5.25% and is payable monthly.  No principal payments are
due on the Revolver until its maturity date.  Subject to the
commitment limits described above, the Company can borrow up to eighty percent
(80%) of its eligible accounts receivable subject to a number of exceptions. The
Company will use the proceeds from the Revolver for general corporate
purposes.  The amount borrowed under the term loan (the “Term Loan”)
is $1,000,000.  The maturity date of the Term Loan is February 9,
2013.  The Term Loan accrues interest at the fixed annual rate of
6.50% and is payable monthly.  Principal payments on the Term Loan
will be made in thirty six equal monthly installments. The Company will use
approximately $770,000 from the proceeds of the Term Loan to pay down the
principal balances on the Refinance Notes (as discussed below) and the remainder
of such proceeds for general corporate purposes.  As long as an event
of default occurs and is continuing, the interest rates on the Revolver and the
Term Loan will increase by 5.00% on an annualized basis.
  14
 
 The
Credit Facility requires that the Company comply with two financial
covenants.  The first such covenant requires that the Company maintain
an “adjusted quick ratio,” measured on the last day of each month, of not less
than (i) 1.15 to 1.00 from the date of closing through March 31, 2010, (ii) 1.35
to 1.00 from April 1, 2010 through June 30, 2010 and (iii) 1.50 to 1.00 after
July 1, 2010, with the “adjusted quick ratio” being defined as (i) cash and cash
equivalents plus the amount of eligible accounts receivable divided by (ii)
current liabilities minus deferred revenue minus the current portion of
subordinated debt.  The second such covenant requires that the Company
maintain a “fixed charge coverage ratio,” measured on the last day of each month
for the six (6) months ended on such date, of not less than 1.40 to 1.00, with
the “fixed charge coverage ratio” being defined as (i) EBITDA plus non-cash
stock based compensation minus cash taxes minus non-financed capital
expenditures for the six months ended on the measurement date divided by (ii)
the principal and interest payments owed by the Company with respect to all of
its indebtedness over the six months ended on the measurement date; provided,
however, that the principal and interest payments owed by the Company during the
first six months following the closing date will be annualized and divided by
two. The foregoing description of the Loan Agreement and the Credit Facility is
qualified in its entirety by reference to the Loan Agreement, a copy of which is
attached to this Quarterly Report as an exhibit and incorporated herein by
reference.
 
 On
February 9, 2010, concurrently with entering into the Loan Agreement, the
Company, John L. Nicholson, an outside director of the Company, and Charles E.
Ramey, the Chairman and CEO of the Company, entered into a Loan Restructuring
Agreement (the “Loan Restructuring Agreement”) pursuant to which the debt
represented by certain notes held by Messrs. Nicholson and Ramey was reduced and
restructured.  Immediately prior to entering into the Loan
Restructuring Agreement, Mr. Nicholson held that certain secured refinance note
dated August 13, 2008 executed by the Company, as amended by those certain Note
Modification Agreements dated February 19, 2009, May 20, 2009, June 26, 2009 and
December 18, 2009 (the “Nicholson Refinance Note”), which had an outstanding
principal amount of $2,718,401 immediately prior to entering into the Loan
Restructuring Agreement.  As required by the Loan Restructuring
Agreement, the Company made a principal payment on the Nicholson Refinance Note
of $423,401, thereby reducing the outstanding principal balance on the Nicholson
Refinance Note to $2,295,000.  In addition, the Loan Restructuring
Agreement modified the Nicholson Refinance Note as follows: (1) the maturity
date of the Nicholson Refinance Note was extended to January 1, 2014, (ii) the
annual interest rate payable on the Nicholson Refinance Note was reduced to
twelve percent (12%) and will be reduced further to ten percent (10%) in the
event that the principal is reduced to $1,905,000 or lower before the maturity
date, (3) no principal payments are required until the maturity date and (4) the
Nicholson Refinance Note is expressly subject to the terms and provisions of the
Subordination Agreement among SVB, Messrs. Nicholson and Ramey and the Company
that was entered into on February 9, 2010 (the “Subordination Agreement”), which
agreement provides, among other things, that no payments on the Nicholson
Refinance Note other than regular scheduled non-default interest payments are
permitted without the consent of SVB unless and until the Credit Facility is
paid in full and terminated.
 
 Immediately
prior to entering into the Loan Restructuring Agreement, Mr. Ramey held that
certain secured refinance note dated August 13, 2008 executed by the Company, as
amended by those certain Note Modification Agreements dated February 19, 2009,
May 20, 2009, June 26, 2009 and December 18, 2009 (the “Ramey Refinance Note”),
which had an outstanding principal amount of $643,105 immediately prior to
entering into the Loan Restructuring Agreement. In addition, immediately prior
to entering into the Loan Restructuring Agreement, Mr. Ramey held that certain
8.75% Promissory Note dated September 25, 2007 executed by the Company, as
amended by those certain Note Modification Agreements dated May 20, 2009 and
June 26, 2009 (the “Second Ramey Note”), which had an outstanding principal
amount of $500,000 immediately prior to entering into the Loan Restructuring
Agreement.  As required by the Loan Restructuring Agreement, the
Second Ramey Note was cancelled and the principal owed thereunder was added to
the principal balance owed under the Ramey Refinance Note, resulting in the
Ramey Refinance Note having an outstanding principal amount of
$1,143,105.  As required by the Loan Restructuring Agreement, the
Company made a principal payment on the Ramey Refinance Note of $345,860,
thereby reducing the outstanding principal balance on the Ramey Refinance Note
to $792,245.  In addition, the Loan Restructuring Agreement modified
the Ramey Refinance Note as follows: (1) the maturity date of the Ramey
Refinance Note was extended to January 1, 2014, (ii) the annual interest rate
payable on the Ramey Refinance Note was reduced to ten percent (10%) and (3) the
Ramey Refinance Note is expressly subject to the terms and provisions of the
Subordination Agreement, which agreement provides, among other things, that no
payments on the Ramey Refinance Note other than regular scheduled non-default
interest payments are permitted without the consent of SVB unless and until the
Credit Facility is paid in full and terminated.
  15
 
 In
consideration of entering into the Loan Restructuring Agreement, the Company
agreed to (i) pay to Mr. Nicholson a cash fee of $60,000, payable $36,000
immediately and $24,000 on or before June 30, 2010 and (ii) issue Mr. Nicholson
five-year warrants to purchase 1,484,358 shares of the Company’s common stock at
an exercise price of $0.43 per share issuable as follows: (i) warrants to
acquire 1,113,269 shares of the Company’s common stock to be issued immediately
and (ii) warrants to acquire 371,089 shares of the Company’s common stock to be
issued on April 1, 2010 provided that as of such date the Nicholson Refinance
Note has not been paid in full.  In consideration of entering into the
Loan Restructuring Agreement, the Company agreed to (i) pay to Mr. Ramey a cash
fee of $30,843, payable $18,506 immediately and $12,337 on or before June 30,
2010 and (ii) issue Mr. Ramey five-year warrants to purchase 665,642 shares of
the Company’s common stock at an exercise price of $0.43 per share, issuable as
follows: (i) warrants to acquire 499,232 shares of the Company’s common stock to
be issued immediately and (ii) warrants to acquire 166,410 shares of the
Company’s common stock to be issued on April 1, 2010 provided that as of such
date the Ramey Refinance Note has not been paid in full.  The
foregoing description of the Loan Restructuring Agreement is qualified in its
entirety by reference to the Loan Restructuring Agreement, a copy of which is
attached to this Quarterly Report as an exhibit and incorporated herein by
reference.
 
 Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.
 
 The
following discussion and analysis of our financial condition and results of
operations should be read with the unaudited condensed consolidated financial
statements and related notes included elsewhere in this Quarterly Report on Form
10-Q and the audited consolidated financial statements and notes thereto
included in the Company’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2010.
 
 Critical
Accounting Policies
 
 The
following discussion and analysis of our unaudited condensed 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. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate these estimates, including those
related to revenue recognition and concentration of credit risk. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the
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.
 
 We
believe that of the significant accounting policies used in the preparation of
our unaudited condensed financial statements (see Note 2 to the Financial
Statements), the following are critical accounting policies, which may involve a
higher degree of judgment, complexity and estimates.
 
 Revenue
Recognition
 
 The
Company recognizes revenues associated with its software services in accordance
with the provisions of the FASB Accounting Standards Codification (“ASC”) Topic
No. 985 – 605, “Software –
Revenue Recognition”(formerly American Institute of Certified Public
Accountants’ Statement of Position 97-2, “Software Revenue
Recognition”). The Company licenses its software products under
nonexclusive, nontransferable license agreements. These arrangements do not
require significant production, modification, or customization. Therefore,
revenue is recognized when such a license agreement has been signed, delivery of
the software product has occurred, the related fee is fixed or determinable, and
collectibility is probable.
 
 In most
cases, the Company licenses its software on a transactional fee basis in lieu of
an up-front licensing fee. In these arrangements, the customer is charged a fee
based upon the number of items processed by the software and the Company
recognizes revenue as these transactions occur. The transaction fee also
includes the provision of standard maintenance and support services as well as
product upgrades should such upgrades become available.
 
 If
professional services were provided in conjunction with the installation of the
software licensed, revenue is recognized when these services have been provided.
For contracts that are fixed bid or milestone driven, the Company will recognize
revenue on a percentage of completion basis for the portion of professional
services related to customized customer projects that have been completed but
are not yet deliverable to customer.
 
 For
license agreements that include a separately identifiable fee for contracted
maintenance services, such maintenance revenues are recognized on a
straight-line basis over the life of the maintenance agreement noted in the
agreement, but following any installation period of the software.
  16
 
 Classification
of labor-related expenses within the income statement - change in application of
accounting principle
 
 The
Company categorizes its personnel into five separate functional departments:
Professional Services (“Services”), Software Maintenance (“Maintenance”),
Research and Development (“R&D”), Sales and Marketing (“S&M”) and
General and Administrative (“Administrative”). Effective as of November 14,
2009, the Company has implemented certain changes in the way it applies the
accounting principle regarding the classification of labor-related expenses as
either cost of sales or operating expenses in the income statement.
 
 Prior to
November 14, 2009 , the Company used the following approach to classify such
expenses. The Company’s costs incurred employing personnel working in its
Services, Maintenance and R&D functions were classified as either cost of
sales or operating expenses depending on whether the hours worked by such
personnel were billable as professional or maintenance services to the customer.
If the hours worked were billable to the customer, the costs were classified as
cost of sales while all non-billable hours worked and all costs associated with
vacation pay, holiday pay and training for such personnel were classified as
operating expenses.
 
 Effective
as of November 14, 2009, the Company implemented the following new approach to
classify such expenses. All of the Company’s labor costs including benefits
incurred employing personnel working in its Services and Maintenance functions
are classified as cost of sales regardless of whether the hours worked by such
personnel are billable to the customer. All of the Company’s costs incurred
employing personnel working in its R&D, S&M and Administrative functions
are classified as operating expenses.
 
 The
Company believes that these changes in accounting policy enable it to better
reflect the costs of its five functional departments and the overall reporting
of gross profit and margins, from period to period.
 
 In order
to conform to the current application, the Company reclassified a net of
$118,229 from operating expenses to cost of sales for the nine months ended
December 31, 2009. To conform to the current application, the Company
reclassified a net of $208,684 from operating expenses to cost of sales for the
three months ended June 30, 2008, a net of $145,635 for the quarter ended
September 30, 2008, a net of $176,725 for the quarter ended December 31, 2008
and a total net of $531,044 from operating expenses to cost of sales for the
nine months ended December 31, 2008.
 
 Goodwill
 
 The
goodwill recorded on our books is from the acquisition of US Dataworks, Inc. in
fiscal year 2001, which remains our single reporting unit. FASB ASC Topic No.
350, “Intangibles – Goodwill
and Other Intangibles”(formerly SFAS No. 142, “Goodwill and Other Intangible
Assets,”) requires goodwill foreach reporting unit of an entity to be
tested for impairment by comparing the fair value of each reporting unit with
its carrying value. Fair value is determined using a combination of the
discounted cash flow, market multiple and market capitalization valuation
approaches. Significant estimates used in the methodologies include estimates of
future cash flows, future short-term and long-term growth rates, weighted
average cost of capital and estimates of market multiples for each reportable
unit. On an ongoing basis, absent any impairment indicators, we perform
impairment tests annually during the fourth fiscal quarter.
 
 FASB ASC
Topic No. 350 requires goodwill to be tested annually, typically performed
during the fourth fiscal quarter, and between annual tests if events occur or
circumstances change that would more likely than not reduce the fair value of
the reportable unit below its carrying amount. The Company did not record an
impairment of goodwill for the year ended March 31, 2010.
 
 Estimates
 
 The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
  17
 
 Concentrations
of Credit Risk
 
 We extend
credit to our customers and perform ongoing credit evaluations of our customers.
We do not obtain collateral from our customers to secure our accounts
receivable. We evaluate our accounts receivable on a regular basis for
collectibility and provide for an allowance for potential credit losses as
deemed necessary.
 
 Two
customers accounted for 65% and 11%, respectively, of the Company’s net revenues
for the three months ended December 31, 2009. Two customers accounted for 61%
and 12%, respectively, of the Company’s net revenues for the nine months ended
December 31, 2009. Two customers accounted for 50%, and 21%, respectively, of
the Company’s net revenues for the three months ended December 31, 2008. Two
customers accounted for 50% and 21%, respectively, of the Company’s net revenues
for the nine months ended December 31, 2008.
 
 At
December 31, 2009 and 2008, amounts due from these significant customers
accounted for 44% and 50%, respectively, of the Company’s accounts
receivable.
 
 Results
of Operations
 
 The
results of operations reflected in this discussion include our operations for
the three and nine month periods ended December 31, 2009 and 2008.
 
 Revenues
 
 We
generate revenues from (a) licensing and supporting software with fees due on a
transactional basis, (b) providing maintenance, enhancement and support for
previously licensed products, (c) providing professional services and (d)
licensing software with fees due at the initial term of the
license.
 
 Three
      Months
                Ended
                December
      31,
              
              
              
              
              
              Nine
      Months
                Ended
                December
      31,2009
              
              
              2008
              
              
              Change
              
              
              2009
              
              
              2008
              
              
              Change(In
      000’s)
              
              
              
              
              
              (In 000’s)Software
      licensing revenues
              
              $
              31
              
              
              $
              37
              
              
              
              -15
              %
              
              $
              31
              
              
              $
              67
              
              
              
              -53
              %Software
      transactional revenues
              
              
              515
              
              
              
              541
              
              
              
              -5
              %
              
              
              1,555
              
              
              
              1,601
              
              
              
              -3
              %Software
      maintenance revenues
              
              
              209
              
              
              
              218
              
              
              
              -4
              %
              
              
              630
              
              
              
              666
              
              
              
              -6
              %Professional
      service revenues
              
              
              1,512
              
              
              
              1,204
              
              
              
              26
              %
              
              
              4,147
              
              
              
              3,766
              
              
              
              10
              %Total
      revenues
              
              $
              2,267
              
              
              $
              2,000
              
              
              
              13
              %
              
              $
              6,363
              
              
              $
              6,100
              
              
              
              4
              %
 
 Revenues
increased in the three and nine months ended December 31, 2009 by 13% and 4%,
respectively, as compared to the same periods ended December 31, 2008. For the
three months ended December 31, 2009, professional services revenue increased by
26%, offset by a decrease in licensing, transactional, and maintenance revenue
of 15%, 5% and 4%, respectively, as compared to the same periods ended December
31, 2008. For the nine months ended December 31, 2008, professional services
revenue increased by 10%, offset by a 53% decrease in licensing revenue, a 3%
decrease in transactional revenue, and 6% decrease in maintenance revenue as
compared to the same periods ended December 31, 2008.
 
 The
decrease in licensing revenues for the three and nine months ended December 31,
2009, compared to the same periods last year, is primarily due to the new
license sale recorded in the first quarter of fiscal 2008 associated with a new
customer as compared to no new license sale in the current periods.
 
 The
decrease in transactional revenues for the three and nine months ended December
31, 2009, compared to the same periods last year, is principally due to the
economic environment in which we operate. As the spending of our clients’
customers has slowed down, fewer transactions are processed through our
software. We expect that transactional revenues will slowly increase in the
coming quarters as our clients’ customers increase their spending and as we
integrate our new customers into our system.
 
 The
decrease in maintenance revenues for the three and nine months ended December
31, 2009, compared to the same periods last year, was primarily attributable to
fewer customers renewing their annual maintenance agreement in the current
periods.  We do not anticipate significant ongoing growth in annual
maintenance fees.
  18
 
 The
increase in professional service revenues for the three and nine months ended
December 31, 2009, compared to the same periods last year, is primarily due to
activity under our professional services contract with a branch of the federal
government during the current periods.
 
 Cost
of Sales
 
 Costs of
sales include personnel costs associated with our professional services and
software maintenance departments as well as the cost of the Thomson Financial
EPICWareTM software and other third party software resold in connection with our
software. Cost of sales increased by $7,982, or 1%, as adjusted for the change
in application of accounting policy, to $748,964 for the three months ended
December 31, 2009 from $740,982 for the three months ended December 31, 2008.
This increase was due to an $13,000 increase in third party software costs, a
$6,000 increase in travel expenses for service personnel, offset by an $11,000
decrease in our labor costs for outside service labor, service, and maintenance
labor costs.
 
 For the
nine months ended December 31, 2009, costs of sales decreased by $42,909, or 2%,
to $2,095,653 as adjusted for the change in application of accounting policy
from $2,138,562 for the nine months ended December 31, 2008. This decrease is
attributable to a $68,000 increase in third party software expense, a $398,000
increase in professional service labor costs offset by a $481,000 decrease in
maintenance labor costs and a $28,000 decrease in outside professional service
expense. The shift in labor costs was due primarily to the Company’s work on the
professional service contract with the United States government entity and the
change in the application of the accounting principle for costs of sales adopted
by the Company effective as of November 14, 2009. In order to conform to the
current application, the Company reclassified a net of$118,230 from operating
expenses to cost of sales for the nine months ended December 31,
2009.
 
 Operating
Expenses
 
 Comparative
analysis for the three months ended December 31, 2009 and 2008
 
 Total
operating expenses for our three operating departments and our depreciation and
amortization expense increased by $309,815, or 34%, from $899,003, as adjusted
for the change in application of accounting policy, for the three months ended
December 31, 2008, to $1,208,818 for the three months ended December 31,
2009.
 
 General
and administrative expenses increased $249,729 from $489,722, as adjusted for
the change in application of accounting policy, for the three months ended
December 31, 2008 to $739,451 for the three months ended December 31, 2009. The
increase was attributable to an $39,000 increase in outside consultant expense,
a $82,000 increase in professional  fees, and a $34,000 increase in
personnel expense resulting from an additional resource, a $28,000 increase in
stock based compensation expense, a $27,000 increase in outside director fees, a
$10,000 increase in insurance expense and a total of $36,000 in expenses related
to various areas including computer hardware, accounting, investor relations,
phones, travel and rent expense. These increases were offset by reductions
totaling $7,000 in office expense, property taxes, computer leasing and dues and
subscriptions.
 
 Sales and
Marketing expenses increased $75,017 from $145,545, as adjusted for the change
in application of accounting policy, for the three months ended December 31,
2008 to $220,562 for the three months ended December 31, 2009. The increase is
attributable to an increase in personnel cost of $72,000 and a $4,000 increase
in expense for attendance at trade shows and exhibits as compared to the same
period last year.
 
 Research
and development expenses decreased $2,997 from $216,991, as adjusted for the
change in application of accounting policy, for the three months ended December
31, 2008 to $213,994 for the three months ended December 31, 2009. The decrease
is primarily associated with a reduction of personnel cost.
 
 Our
depreciation and amortization expense decreased $11,934 from $46,745 for the
three months ended December 31, 2008 to $34,811 for the three months ended
December 31, 2009.This decrease is attributable to a number of our property and
equipment items attaining a fully depreciated state during the past year and
thus our amortization expense in the current quarter as compared to the same
quarter last year is less.
  19
 
 Comparative
analysis for the nine months ended December 31, 2009 and 2008
 
 Total
operating expenses for our three operating departments and our depreciation and
amortization expense increased  by $255,041, or 8%, from $3,331,358,
as adjusted for the change in application of accounting policy, for the nine
months ended December 31, 2008 to $3,586,399, as adjusted for the change in
application of accounting policy, for the nine months ended December 31,
2009.
 
 General
and administrative expenses increased $1,901 from $2,102,686, as adjusted for
the change in application of accounting policy, for the nine months ended
December 31, 2008 to $2,104,588 for the nine months ended December 31, 2009. The
increase was attributable to a $64,000 increase in outside consultant expense, a
$50,000 increase in personnel expense resulting from an additional resource, a
$64,000 increase in outside director fees, a $48,000 increase in payroll fees
expense, and a $31,000 increase in computer lease and hardware expense. These
increases were offset by reductions in legal expense of $154,000, a $38,000
reduction in stock based compensation, a $13,000 reduction in investor relations
fees, a $38,000 reduction in travel fees, and a reduction in fees totaling
$13,000 for license, dues and taxes.
 
 Sales and
Marketing expenses increased $263,052 from $457,100, as adjusted for the change
in application of accounting policy, for the nine months ended December 31, 2008
to $720,152 for the nine months ended December 31, 2009. The increase is
attributable to an increase in personnel cost of $199,000, a $50,000 increase in
travel and meal expense, and  a $12,000 increase in trade show expense
and exhibits as compared to the same period last year.
 
 Research
and development increased $15,592 from $628,594, as adjusted for the change in
application of accounting policy, for the nine months ended December 31, 2008 to
$644,186 for the three months ended December 31, 2009. The increase is primarily
associated with an increase of $11,000 in outside consultants and a $5,000
increase in travel expense.
 
 Our
depreciation and amortization expense decreased $25,505 from $142,978 for the
nine months ended December 31, 2008 to $117,473 for the nine months ended
December 31, 2009. This decrease is attributable to a number of our property and
equipment items attaining a fully depreciated state in the during the past year
and thus our amortization expense in the current nine month period as compared
to the same period last year is less.
 
 Our headcount at December 31, 2009 was
36, as compared to 35 at December 31, 2008.
 
 Other
Expenses (Income)
 
 Other
expenses, including interest expense and financing costs, increased $8,840, or
4%, from an expense of $226,176 for the three months ended December 31, 2008 to
an expense  of $235,016 for the three months ended December 31, 2009.
This increase in expenses was primarily related to a $100,000 increase in
financing costs, a $5,000 increase in interest expense to related parties, and
an increase in other expense of $11,000 offset by a $108,000 reduction in
interest expense related to the amortization of the note discount on the
refinance notes..
 
 Other
expenses, including interest expense and financing costs, decreased $1,662,146,
or 68%, to $785,056 for the nine months ended December 31, 2009 from $2,447,202
for the nine months ended December 31, 2008. This decrease is primarily related
to the Prior Notes and the manner in which they are required to be reported
under FASB ASC Topic No. 815.
 
 At the
initial recording of the Prior Notes on to our books, a value must be determined
for each portion of the Prior Notes, the compounded embedded derivatives and the
warrants. Once determined, this value is netted against the total value of the
Prior Notes and the remaining amount is identified as a Discount on Note
Payable, and is amortized over the life of the loan utilizing an effective
interest method calculation for determining the value of the units each quarter.
This discount is written off to interest expense after the effective method
calculation is performed each quarter. At inception of the Prior Notes in
November 2007 the Discount on Note Payable was $2,240,263. This discount would
have been $0 if the Prior Notes were held until November 2010, and all interest
expense would have been amortized over that time period.
  20
 
 The Prior
Notes were paid in full on August 13, 2008, resulting in an accounting treatment
consistent with FASB ASC Topic No. 815 guidelines. At the time the Prior Notes
are paid off, the derivatives no longer have value associated with the Prior
Notes, and the Discount on Note Payable must be immediately expensed. At the
time the Prior Notes were paid in August 2008, $1,747,791 remained on the
Discount on Note Payable. This amount was charged to interest expense in the
quarter ended September 30, 2008 and accounts for the bulk of the decrease in
other income for the three and nine months ended December 2009 as there were no
charges in the current year.
 
 Net
Income /(Loss)
 
 Net
income decreased $59,790, or 45%, from $133,850 for the three months ended
December 31, 2008 to a net gain of $74,060 for the three months ended December
31, 2009. For details related to this loss see the preceding discussions related
to our costs of sales, operating expenses and other expenses sections
above.
 
 Net loss
decreased by $1,712,725, or 94%, from $1,817,325 for the nine months ended
December 31, 2008 to a net loss of $104,600 for the nine months ended December
31, 2009. For details related to this loss see the preceding discussions related
to our costs of sales, operating expenses and other expenses sections
above.
 
 Liquidity
and Capital Resources
 
 Due to
our history of experiencing negative cash flows from operations, except for the
recent fiscal year 2009 and the first three quarters of fiscal year 2010, we had
incurred $4.2 million of debt and at December 31, 2009 we had $4.1 million of
debt coming due on July 1, 2010.  As noted in the above Subsequent
Event footnote 9, on February 9, 2010, we restructured this debt going forward
such that $1.0 million payable to Silicon Valley Bank will be due in monthly
payments of $27,777 over 36 months beginning March 1, 2010 and the balance of
$2,295,000 payable to John L. Nicholson and $787,245 payable to Charles E. Ramey
will become due January 1, 2014.  While we currently expect to able to
fund the debt and interest payments as they come due from the Company’s
operating cash flow, there can be no assurances that that this will in fact
occur.
 
 In
addition, while we expect to be able to fund our operations from cash flow, if
that is not the case, our long term viability will again depend on our ability
to obtain adequate sources of debt or equity funding to fund the continuation of
our business operations and to ultimately achieve adequate profitability and
cash flows to sustain our operations. We will need to increase revenues from
software licenses, transaction-based software license contracts and professional
services agreements to become profitable.
 
 Cash and
cash equivalents increased by $685,779 from $403,863 at March 31, 2009 to
$1,089,642 at December 31, 2009. Cash provided by operating activities was
$886,427 in the nine months ended December 31, 2009 compared to cash used in
operating activities of $372,590 in the same nine month period in the prior
year.
 
 Cash
used in investing activities of $13,086 and $14,538 in the nine months ended
December 31, 2009 and December 31, 2008, respectively, was due primarily to
equipment purchases.
 
 Cash used
in financing activities for the nine months ended December 31, 2009, was
$187,562 compared to cash used of $755,619 in the nine months ended December 31,
2008. Financing activities in the current nine month period included payments of
$111,105 related to notes payable –related parties a $50,000
payment for an extension of notes payable – related parties note,and
$26,457 on repayment of equipment notes payable.
 
 We believe we currently have adequate
capital resources to fund our anticipated cash needs through December 31, 2010.
However, an adverse business or legal development could require us to raise
additional financing sooner than anticipated. We recognize that we may be
required to raise such additional capital, at times and in amounts, which are
uncertain, especially under the current capital market conditions. If we are
unable to acquire additional capital or are required to raise it on terms that
are less satisfactory than we desire, it may have a material adverse effect on
our financial condition. In the event we raise additional equity, these
financings may result in dilution to existing shareholders.
  21
 
 Item 4(T).   Controls and
Procedures
  (a) 
Evaluation
of disclosure controls and procedures. We maintain “disclosure controls
and procedures,” as such term is defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, or the Exchange Act, that are designed to
ensure that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in Securities and Exchange Commission
rules and forms, and that such information is accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial
Officer, or persons performing similar functions, as appropriate, to allow
timely decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, management recognized that disclosure
controls and procedures, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met. Our disclosure controls and procedures have
been designed to meet reasonable assurance standards. Additionally, in designing
disclosure controls and procedures, our management necessarily was required to
apply its judgment in evaluating the cost-benefit relationship of possible
disclosure controls and procedures. The design of any disclosure controls and
procedures also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions.
 
 Based on
their evaluation as of the end of the period covered by this Quarterly Report on
Form 10-Q, our Chief Executive Officer and Chief Financial Officer, or persons
performing similar functions, have concluded that, as of that date, our
disclosure controls and procedures were effective at the reasonable assurance
level.
 
 (b) 
Changes in
internal control over financial reporting. There was no change in our
internal control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act) identified in connection with management’s evaluation
during our last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
 
 PART II - OTHER INFORMATION
  Item 1.   Legal Proceedings
  From
time to time, we are involved in various legal and other proceedings that are
incidental to the conduct of our business. We are currently not involved in any
such proceedings.
  
 Item
1A.  Risk Factors
 
 There
have been no material changes in our risk factors disclosed in our Annual Report
on Form 10-K for the fiscal year end March 31, 2009 dated as of, and filed with
the SEC on, June 29, 2009 and in our Quarterly Report on Form 10-Q dated as of,
and filed with the SEC on, November 16, 2009 (the “SEC Reports”). For a
discussion of these risk factors, see “Item 1.A. Risk Factors” in the SEC
Reports.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 None
 
 Item
3. Defaults Upon Senior Securities
 
 None.
 
 Item
4. Submission of Matters to a Vote of Security Holders
 
 None
  22
 
 Item
5. Other Information
 
 On
February 9, 2010, the Company entered into a Loan and Security Agreement (the
“Loan Agreement”) with Silicon Valley Bank (“SVB”) and related agreements and
documents providing for a senior credit facility comprised of a revolving line
of credit and a term loan (the “Credit Facility”).  The initial
maximum availability under the revolving line of credit (the “Revolver”) is
$250,000 and increases to $1,000,000 on July 1, 2010.  The maturity
date of the Revolver is February 8, 2011.  The Revolver accrues
interest at an annual rate equal to the higher of (i) 1.25% above SVB’s prime
rate and (ii) 5.25% and is payable monthly.  No principal payments are
due on the Revolver until its maturity date.  Subject to the
commitment limits described above, the Company can borrow up to eighty percent
(80%) of its eligible accounts receivable subject to a number of exceptions that
include, but are not limited to, the following: (1) receivables that remain
unpaid more than 90 days from the invoice date, (2) receivables from an account
debtor to the extent such account debtor’s total unpaid receivables exceed
twenty-five percent (25%) of the Company’s total unpaid receivables, with such
level being thirty-five percent (35%) for two of the Company’s more significant
customers, (3) government receivables that have not been assigned under the
Federal Assignment Claims Act of 1940 and (4) receivables for work performed
that have not yet been invoiced.  Under certain circumstances, SVB can
decrease the 80% cap and can adjust the eligibility criteria to be more
stringent.  The Company will use the proceeds from the Revolver for
general corporate purposes.  The amount borrowed under the term loan
(the “Term Loan”) is $1,000,000.  The maturity date of the Term Loan
is February 9, 2013.  The Term Loan accrues interest at the fixed
annual rate of 6.50% and is payable monthly.  Principal payments on
the Term Loan will be made in thirty six equal monthly installments. The Company
will use approximately $770,000 from the proceeds of the Term Loan to pay down
the principal balances on the Refinance Notes (as discussed below) and the
remainder of such proceeds for general corporate purposes.
 
 The
Credit Facility requires that the Company comply with two financial
covenants.  The first such covenant requires that the Company maintain
an “adjusted quick ratio,” measured on the last day of each month, of not less
than (i) 1.15 to 1.00 from the date of closing through March 31, 2010, (ii) 1.35
to 1.00 from April 1, 2010 through June 30, 2010 and (iii) 1.50 to 1.00 after
July 1, 2010, with the “adjusted quick ratio” being defined as (i) cash and cash
equivalents plus the amount of eligible accounts receivable divided by (ii)
current liabilities minus deferred revenue minus the current portion of
subordinated debt.  The second such covenant requires that the Company
maintain a “fixed charge coverage ratio,” measured on the last day of each month
for the six (6) months ended on such date, of not less than 1.40 to 1.00, with
the “fixed charge coverage ratio” being defined as (i) EBITDA plus non-cash
stock based compensation minus cash taxes minus non-financed capital
expenditures for the six months ended on the measurement date divided by (ii)
the principal and interest payments owed by the Company with respect to all of
its indebtedness over the six months ended on the measurement date; provided,
however, that the principal and interest payments owed by the Company during the
first six months following the closing date will be annualized and divided by
two.  The indebtedness owed under the Credit Facility will be fully
secured by a perfected first priority security interest in favor of SVB in all
of the Company’s assets, including its cash, accounts receivable, inventory,
equipment, intellectual property rights and contract rights.
 
 Borrowing
under the Revolver will be conditioned on (i) all representations and warranties
contained in the Loan Agreement being true as of the date of the borrowing
request and (ii) there being no “material adverse change” on the date of the
borrowing request, with “material adverse change” being defined as (i) the
material impairment of the bank’s lien on the collateral or in the value of the
collateral, (ii) the material impairment of the prospect of repayment of the
loans and (iii) a material adverse change in the business, operations or
condition (financial or otherwise) of the Company.  In addition, the
Company is obligated to deliver a landlord’s consent and evidence of insurance
to SVB within thirty (30) days after the closing.  The Loan Agreement
contains a number of representations and warranties, including, but not limited
to, those pertaining to due organization and existence, collateral, accounts
receivable, litigation, the Company’s financial statements, solvency, regulatory
compliance, investments, taxes and use of proceeds.  The Loan
Agreement also contains a number of affirmative covenants, including, but not
limited to, those pertaining to due organization and existence, government
approvals, delivery of financial statements and other certificates, reports and
other information, insurance, bank accounts, intellectual property rights,
litigation and audit rights.  The Loan Agreement also contains a
number of negative covenants, including, but not limited to, those pertaining to
disposition of assets, changes in business and senior management, mergers and
acquisitions, cash dividends, investments, transactions with affiliates,
subordinated debt and regulatory compliance.
 
 The Loan
Agreement specifies a number of “events of default,” including, but not limited
to, payment defaults, the occurrence of a material adverse change, legal
attachment to collateral, insolvency, cross-defaults with other agreements,
judgments, misrepresentations, and the occurrence or assertion that the Credit
Facility is not senior to any subordinated debt.  In addition, a
breach of any of the covenants, representations and warranties, or other
provisions of the Loan Agreement will constitute an event of default, with some
of such breaches having a 10-30 day cure period and other breaches (including
the financial covenants, the negative covenants and affirmative covenants
relating to taxes, insurance, bank accounts and financial statement and other
information delivery requirements) having no cure period.  As long as
an event of default occurs and is continuing, the interest rates on the Revolver
and the Term Loan will increase by 5.00%.
  23
 
 In
consideration of the Credit Facility, the Company has agreed to pay the
following fees to SVB: (1) an upfront cash fee of $15,000 payable at the
closing, (2) an early termination fee of $10,000 if the Term Loan is paid off
within the first year of such loan and (3) an early termination fee of one
percent (1%) of the amount of the Revolver commitment if the Revolver is
terminated and paid off within the first year of such loan ($2,500 if before
July 1, 2010 and $10,000 thereafter).  The foregoing description of
the Loan Agreement and the Credit Facility is qualified in its entirety by
reference to the Loan Agreement, a copy of which is attached to this Quarterly
Report as an exhibit and incorporated herein by reference.
 
 On
February 9, 2010, concurrently with entering into the Loan Agreement, the
Company, John L. Nicholson, an outside director of the Company, and Charles E.
Ramey, the Chairman and CEO of the Company, entered into a Loan Restructuring
Agreement (the “Loan Restructuring Agreement”) pursuant to which the debt
represented by certain notes held by Messrs. Nicholson and Ramey was reduced and
restructured.  Immediately prior to entering into the Loan
Restructuring Agreement, Mr. Nicholson held that certain secured refinance note
dated August 13, 2008 executed by the Company, as amended by those certain Note
Modification Agreements dated February 19, 2009, May 20, 2009, June 26, 2009 and
December 18, 2009 (the “Nicholson Refinance Note”), which had an outstanding
principal amount of $2,718,401 immediately prior to entering into the Loan
Restructuring Agreement.  As required by the Loan Restructuring
Agreement, the Company made a principal payment on the Nicholson Refinance Note
of $423,401, thereby reducing the outstanding principal balance on the Nicholson
Refinance Note to $2,295,000.  In addition, the Loan Restructuring
Agreement modified the Nicholson Refinance Note as follows: (1) the maturity
date of the Nicholson Refinance Note was extended to January 1, 2014, (ii) the
annual interest rate payable on the Nicholson Refinance Note was reduced to
twelve percent (12%) and will be reduced further to ten percent (10%) in the
event that the principal is reduced to $1,905,000 or lower before the maturity
date, (3) no principal payments are required until the maturity date and (4) the
Nicholson Refinance Note is expressly subject to the terms and provisions of the
Subordination Agreement among SVB, Messrs. Nicholson and Ramey and the Company
that was entered into on February 9, 2010 (the “Subordination Agreement”), which
agreement provides, among other things, that no payments on the Nicholson
Refinance Note other than regular scheduled non-default interest payments are
permitted without the consent of SVB unless and until the Credit Facility is
paid in full and terminated.
 
 Immediately
prior to entering into the Loan Restructuring Agreement, Mr. Ramey held that
certain secured refinance note dated August 13, 2008 executed by the Company, as
amended by those certain Note Modification Agreements dated February 19, 2009,
May 20, 2009, June 26, 2009 and December 18, 2009 (the “Ramey Refinance Note”),
which had an outstanding principal amount of $643,105 immediately prior to
entering into the Loan Restructuring Agreement. In addition, immediately prior
to entering into the Loan Restructuring Agreement, Mr. Ramey held that certain
8.75% Promissory Note dated September 25, 2007 executed by the Company, as
amended by those certain Note Modification Agreements dated May 20, 2009 and
June 26, 2009 (the “Second Ramey Note”), which had an outstanding principal
amount of $500,000 immediately prior to entering into the Loan Restructuring
Agreement.  As required by the Loan Restructuring Agreement, the
Second Ramey Note was cancelled and the principal owed thereunder was added to
the principal balance owed under the Ramey Refinance Note, resulting in the
Ramey Refinance Note having an outstanding principal amount of
$1,143,105.  As required by the Loan Restructuring Agreement, the
Company made a principal payment on the Ramey Refinance Note of $345,860,
thereby reducing the outstanding principal balance on the Ramey Refinance Note
to $792,245.  In addition, the Loan Restructuring Agreement modified
the Ramey Refinance Note as follows: (1) the maturity date of the Ramey
Refinance Note was extended to January 1, 2014, (ii) the annual interest rate
payable on the Ramey Refinance Note was reduced to ten percent (10%) and (3) the
Ramey Refinance Note is expressly subject to the terms and provisions of the
Subordination Agreement, which agreement provides, among other things, that no
payments on the Ramey Refinance Note other than regular scheduled non-default
interest payments are permitted without the consent of SVB unless and until the
Credit Facility is paid in full and terminated.
 
 The Loan
Restructuring Agreement also modified the terms of the security agreement and
the collateral agency agreement (collectively, the “Security Agreements”)
governing the Nicholson Refinance Notes and the Ramey Refinance Notes
(collectively, the “Refinance Notes”) by adding provisions stating that (i) the
Security Agreements are subject to the Subordination Agreement, (ii) the
security interest granted pursuant to the Security Agreements shall be
subordinate to the security interest of SVB and its successors as provided in
the Subordination Agreement and (iii) the liens granted to SVB and its
successors shall be deemed to be a permitted lien under the Security
Agreements.  The Loan Restructuring Agreement also provides that (i)
the reimbursement and indemnity agreement between Messrs. Ramey and Nicholson
governing the Refinance Notes is terminated, (ii) all of the loan documents
governing the Refinance Notes shall remain subject to the Subordination
Agreement regardless of whether the Refinance Notes are subsequently
transferred, (iii)  in the event that the Company makes any additional
payments of principal on the Refinance Notes prior to their maturity, such
principal payments shall be allocated as between the Nicholson Refinance Note
and the Ramey Refinance Note as follows: (1) for the first $525,479 of total
principal payments, the ratio will be 74.22% on the Nicholson Refinance Note and
25.78% on the Ramey Refinance Note, for a total of $390,000 on the Nicholson
Refinance Note and $135,479 on the Ramey Refinance Note and (2) absent written
instructions from Messrs. Nicholson and Ramey as to how such payments should be
applied, any additional principal payments will be applied to the Refinance
Notes pro rata based on the relative principal balances of the Refinance Notes,
and (iv) the Company will pay the costs and expenses of the note holders
(including reasonable attorneys’ fees and expenses) in connection with the Loan
Restructuring Agreement and the Refinance Notes.
  24
 
 In
consideration of entering into the Loan Restructuring Agreement, the Company
agreed to (i) pay to Mr. Nicholson a cash fee of $60,000, payable $36,000
immediately and $24,000 on or before June 30, 2010 and (ii) issue Mr. Nicholson
five-year warrants to purchase 1,484,358 shares of the Company’s common stock at
an exercise price of $0.43 per share, with these warrants to be in the same form
and subject to the same terms and provisions as the warrant previously issued to
Mr. Nicholson in July 2009 in connection with a prior amendment, issuable as
follows: (i) warrants to acquire 1,113,269 shares of the Company’s common stock
to be issued immediately and (ii) warrants to acquire 371,089 shares of the
Company’s common stock to be issued on April 1, 2010 provided that as of such
date the Nicholson Refinance Note has not been paid in full.  In
consideration of entering into the Loan Restructuring Agreement, the Company
agreed to (i) pay to Mr. Ramey a cash fee of $30,843, payable $18,506
immediately and $12,337 on or before June 30, 2010 and (ii) issue Mr. Ramey
five-year warrants to purchase 665,642 shares of the Company’s common stock at
an exercise price of $0.43 per share, with these warrants to be in the same form
and subject to the same terms and provisions as the warrant previously issued to
Mr. Ramey in July 2009 in connection with a prior amendment, issuable as
follows: (i) warrants to acquire 499,232 shares of the Company’s common stock to
be issued immediately and (ii) warrants to acquire 166,410 shares of the
Company’s common stock to be issued on April 1, 2010 provided that as of such
date the Ramey Refinance Note has not been paid in full.  The
foregoing description of the Loan Restructuring Agreement is qualified in its
entirety by reference to the Loan Restructuring Agreement, a copy of which is
attached to this Quarterly Report as an exhibit and incorporated herein by
reference
 
 The
warrants to be issued pursuant to the Loan Restructuring Agreement are and will
be issued under the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, in that the issuance of such warrants is a
transaction by the Company not involving a public offering.  Facts
supporting the applicability of this exemption include that (i) the lenders
receiving the warrants are Company insiders and are sophisticated, knowledgeable
and experienced investors, (ii) the warrants are being issued through direct
negotiations and did not involve general solicitation, (iii) the lenders
receiving the warrants will represent to the Company in writing that they are
acquiring the warrants and, upon exercise of the warrants, will acquire the
securities underlying the warrants, for their own account and  not
with a view to the resale or distribution thereof and (iv) the lenders receiving
the warrants will agree in writing that the warrants are not transferrable
except in certain limited circumstances and that the warrants (and the
securities underlying the warrants) will be transferred only in strict
compliance with Rule 144.
 
 Item
6. Exhibits
 
 The
exhibits listed below are required by Item 601 of Regulation S-K.
 
 ExhibitNumber
              Description of
      Document10.1
              Note
      Modification Agreement by and between US Dataworks, Inc. and John L.
      Nicholson, M.D. dated December 18, 2009 (incorporated by reference to
      Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
      SEC on December 22, 2009).10.2
              Note
      Modification Agreement by and between US Dataworks, Inc. and Charles E
      Ramey dated December 18, 2009 (incorporated by reference to Exhibit 10.2
      to the Registrant’s Current Report on Form 8-K filed with the SEC on
      December 22, 2009).10.3
              Loan
      and Security Agreement dated as of February 9, 2010 between Silicon Valley
      Bank and US Dataworks, Inc.10.4
              Loan
      and Restructuring Agreement dated as of February 9, 2010 among US
      Dataworks, Inc., John L. Nicholson M.D., and Charles E.
    Ramey.31.1
              Section
      302 Certification of Chief Executive Officer.31.2
              Section
      302 Certification of Chief Financial Officer.32.1
              Section
      906 Certification of Chief Executive Officer.32.2
              Section
      906 Certification of Chief Financial
Officer.
 
 25
  SIGNATURE
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 Dated:
February 16, 2010
  US
      DATAWORKS, INC.By:
                /s/ Charles
      E. RameyCharles
      E. RameyChief
      Executive  Officer(Duly
      Authorized Officer)
  By:
                /s/ Randall
      J. FrapartRandall
      J. FrapartChief
      Financial Officer(Principal
      Financial Officer)
  26
  EXHIBIT
INDEX
  Exhibit
                Number
              Description of
      Document10.1
              Note
      Modification Agreement by and between US Dataworks, Inc. and John L.
      Nicholson, M.D. dated December 18, 2009 (incorporated by reference to
      Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
      SEC on December 22, 2009).10.2
              Note
      Modification Agreement by and between US Dataworks, Inc. and Charles E
      Ramey dated December 18, 2009 (incorporated by reference to Exhibit 10.2
      to the Registrant’s Current Report on Form 8-K filed with the SEC on
      December 22, 2009).10.3
              Loan
      and Security Agreement dated as of February 9, 2010 between Silicon Valley
      Bank and US Dataworks, Inc..10.4
              Loan
      and Restructuring Agreement dated as of February 9, 2010 among US
      Dataworks, Inc., John L. Nicholson M.D., and Charles E.
    Ramey.31.1
              Section
      302 Certification of Chief Executive Officer.31.2
              Section
      302 Certification of Chief Financial Officer.32.1
              Section
      906 Certification of Chief Executive Officer.32.2
              Section
      906 Certification of Chief Financial
Officer.
  27