UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-Q
 

 
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2011

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________
 
Commission File Number: 000-50302

SILVERSUN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
16-1633636
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)

5 Regent Street
Livingston, NJ 07039
(Address of principal executive offices)

(973) 758-9555
(Registrant’s telephone number, including area code)
 
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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes ý No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.  Yes o  No  x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer
¨
 
Accelerated filer
¨
         
Non-accelerated filer
¨
 
Smaller reporting company
ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No ý

As of November 9, 2011, there were 4,785,037 shares outstanding of the registrant’s common stock. 
 
 
 

 
SILVERSUN TECHNOLOGIES, INC.
 (formerly known as Trey Resources, Inc.)

TABLE OF CONTENTS
 
   
Page No.
PART I.    FINANCIAL INFORMATION
 
     
Item 1.
3
 
3
 
4
 
5
 
7
     
Item 2.
15
Item 3.
19
Item 4.
19
     
PART II.   OTHER INFORMATION
 
     
Item 1.
20
Item 1A.
20
Item 2.
 20
Item 3.
20
Item 4.
20
Item 5.
20
Item 6.
20
 
 
 

 

PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statement
 
  SILVER SUN TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
ASSETS
 
September 30, 2011
   
December 31, 2010
 
             
Current assets:
           
Cash and cash equivalents
 
$
587,424
   
$
104,344
 
Accounts receivable, net of allowance of $41,000 and $41,000
   
1,050,249
     
489,280
 
Inventories
   
15,285
     
15,285
 
Prepaid expenses and other current assets
   
234,983
     
189,718
 
Total current assets
   
1,887,941
     
798,627
 
                 
Property, plant and equipment, net of accumulated depreciation of $571,064 and $498,212
   
155,517
     
156,621
 
Deposits and other assets
   
70,916
     
65,866
 
                 
Total assets
 
$
2,114,374
   
$
1,021,114
 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
Current liabilities:
               
Accounts payable and accrued expenses
 
$
1,029,037
   
$
1,081,201
 
Accrued interest
   
16,265
     
660,501
 
Due to related parties
   
3,705
     
1,293,341
 
Capital leases
   
73,233
     
55,565
 
Deferred revenue
   
1,236,667
     
486,019
 
Promissory notes
   
450,000
     
-
 
Notes payable to related parties
   
40,000
     
45,000
 
Convertible promissory note – related party, net of discount of $17,000
   
34,000
     
-
 
Convertible debentures
   
15,000
     
1,334,000
 
Derivative liabilities
   
-
     
1,177,845
 
Total current liabilities
   
2,897,907
     
6,133,472
 
                 
Commitments and contingencies
   
-
     
-
 
                 
Stockholders’ deficit:
               
    Preferred stock, $1.00 par value; authorized 1,000,000 shares;
         No shares issued and outstanding
   
-
     
-
 
   Series A Preferred Stock, 1.00 par value; authorized 2 shares;
         2 shares issued and outstanding
   
22,886
     
-
 
    Series B Preferred Stock, 1.00 par value; authorized 1 share;
         1 shares issued and outstanding
   
1
     
-
 
   Common stock:
               
         Class A – par value $.0001; authorized 750,000,000 shares;
              4,785,037 and 4,723,119 shares issued and outstanding
   
479
     
472
 
          Class B – par value $.0001: authorized 50,000,000 shares;
              no shares issued and outstanding
   
-
     
-
 
   Additional paid-in capital
   
9,347,539
     
7,845,651
 
   Accumulated deficit
   
(10,207,103
)
   
(12,913,304
)
Total SilverSun stockholders’ deficit
   
(836,198
)
   
(5,067,181
)
Non-controlling interest in SWK Technologies, Inc.
   
52,665
     
(45,177
)
                 
Total stockholders’ deficit
   
(783,533
)
   
(5,112,358
)
Total liabilities and stockholders’ deficit
 
$
2,114,374
   
$
1,021,114
 
 
See accompanying notes to condensed consolidated financial statements.
 
 
3

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30, 2011
   
September 30, 2010
   
September 30, 2011
   
September 30, 2010
 
                         
Revenues:
                               
Product, net
 
$
356,909
   
$
219,369
   
$
1,553,861
   
$
922,426
 
Service. net
   
2,014,891
     
1,688,847
     
6,271,462
     
4,601,937
 
Total revenues, net
   
2,371,800
     
1,908,216
     
7,825,323
     
5,524,363
 
                                 
Cost of revenues:
                               
Product
   
146,447
     
104,730
     
790,480
     
484,019
 
Service
   
1,214,116
     
970,050
     
3,656,569
     
2,935,453
 
Cost of revenues
   
1,360,563
     
1,074,780
     
4,447,049
     
3,419,472
 
                                 
Gross profit
   
1,011,237
     
833,436
     
3,378,274
     
2,104,891
 
                                 
Selling, general and administrative expenses:
                               
       Selling expenses
   
450,345
     
382,831
     
1,307,193
     
1,179,251
 
       General and administrative expenses
   
527,701
     
539,127
     
1,666,543
     
1,479,505
 
       Depreciation and amortization
   
22,548
     
19,164
     
74,860
     
61,656
 
                                 
Total selling, general and administrative expenses
   
1,000,594
     
941,122
     
3,048,596
     
2,720,412
 
                                 
     Income (loss) from operations
   
10,643
     
(107,686)
     
329,678
     
(615,521)
 
                                 
Other income (expense):
                               
     Gain (loss) on revaluation of derivatives
   
-
     
866,084
     
362,035
     
1,048,840
 
     Gain on extinguishment of debt and
        derivative liability
   
-
     
-
     
2,228,939
     
-
 
     Interest expense, net
   
(24,784
)
   
(27,613)
     
(116,609
)
   
(89,960)
 
Total other income (expense)
   
(24,784
)
   
838,471
     
2,474,365
     
958,880
 
                                 
Net income (loss)
   
(14,141
)
   
730,785
     
2,804,043
     
343,359
 
                                 
Net income (loss) attributable to the
   Noncontrolling interest in SWK Technologies
   
10,511
     
(3,136)
     
97,842
     
(62,249)
 
                                 
Net income (loss) attributable to SilverSun Technologies
 
$
(24,652
)
 
$
733,921
   
$
2,706,201
   
$
405,608
 
                     
 
         
Net income (loss) per common share:                                
            Basic
 
$
(0.01
)
 
$
 0.21
   
$
0.60
   
$
0.12
 
            Fully diluted
 
$
(0.01
)
 
$
0.13
   
$
0.03
   
$
0.07
 
                                 
Weighted average shares:
                               
     Basic
   
4,492,578
     
3,571,175
     
4,500,809
     
3,431,691
 
     Diluted
   
4,492,578
     
5,521,811
     
105,777,990
     
5,521,811
 

See accompanying footnotes to the condensed consolidated financial statements. 
 
 
4

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(Unaudited)
       
   
2011
   
2010
 
Cash flows from operating activities:
           
   Net income
 
$
2,804,043
   
$
343,359
 
   Adjustments to reconcile net income to net cash provided by operating activities
               
   Depreciation and amortization
   
74,860
     
61,656
 
   Amortization of debt discount
   
56,886
     
-
 
   Gain on extinguishment of debt and derivative liability
   
(2,228,939
)
   
-
 
   Other
   
-
     
4,500
 
   Gain on revaluation of derivative liability
   
(362,035
)
   
(1,048,840
)
   Return of shares for services not rendered
   
(65,000
)
   
-
 
   Share-based compensation
   
21,000
     
-
 
                 
   Changes in assets and liabilities:
               
   Accounts receivable
   
(560,969
)
   
33,427
 
   Inventory
   
-
     
(24,060
)
   Prepaid expenses and other current assets
   
55,076
     
(36,604
)
   Accounts payable and accrued expenses
   
146,741
     
239,958
 
   Accrued interest
   
34,519
     
 77,557
 
   Deferred revenue
   
750,648
     
 (16,879
)
   Due to related parties
   
49,330
     
253,089
 
 Net cash provided by (used in) operating activities
   
776,160
     
(112,837
)
                 
Cash flows from investing activities:
               
   Purchase of property and equipment
   
(71,748
)
   
(43,881
)
   Net cash used in investing activities
   
(71,748
)
   
(43,881
)
                 
Cash flows from financing activities:
               
   Proceeds from convertible promissory note – related party
   
51,000
     
-
 
   Proceeds from promissory notes
   
550,000
     
-
 
   Proceeds from note payable to related party
   
-
     
25,000
 
   Repayment of note payable to related party
   
(5,000)
         
   Repayment of promissory notes
   
(100,000
)
   
-
 
   Repayment of related party loans
   
-
     
(75,405
)
   Repayment of convertible debentures
   
(735,000
)
   
-
 
   Principal payments under capital leases obligations
   
17,668
     
(21,650
) )
Net cash used in financing activities
   
(221,332
)
   
(72,055
)
                 
Net increase in cash and cash equivalents
   
483,080
     
(228,773
)
                 
Cash and cash equivalents – beginning of period
   
104,344
     
300,482
 
                 
Cash and cash equivalents – end of period
 
$
587,424
   
$
71,709
 
                 
Cash paid during period for:
               
   Interest expense
 
$
8,395
   
$
-
 
   Income taxes
 
$
-
   
$
-
 
 
See accompanying footnotes to the condensed consolidated financial statements.
 
 
5

 
SILVERSUN TECGNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the nine months ended September 30, 2011:

a)  SilverSun Technologies, Inc (“the Company”) recorded a derivative liability of $105,000 related to a conversion feature embedded in the $51,000 convertible note issued during the period to an executive officer of the Company.  The derivative liability was recorded as debt discount and the excess as an expense on the statement of operations as other income expense.

b) The Company issued warrants to a Company in exchange for financial services to be provided over one year with a fair value of $107,398. The Company recorded a prepaid expense and will amortize over the period of service.

c) On June 29, 2011, Mr. Meller forgave outstanding liabilities representing unpaid salary, unpaid expense and auto allowances, and a one-time payment in connection with a previous transaction in the amount of $1,338,967. Such amount is recorded as Additional Paid-In Capital in the accompanying balance sheet.


For the nine months September 30, 2010:

a) The Company issued 150,000,000 shares of Class A Common Stock for repayment of $15,000 in accrued expenses with a fair value of $19,500. The difference in the market value and $15,000 of accrued expenses was charged to beneficial interest in the amount of $4,500.

b) The Company issued 588,717,949 shares of Class A Common Stock for conversion of $60,900 of principal on outstanding debentures with YA Global Investments.


See accompanying footnotes to the condensed consolidated financial statements.
 
 
6

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

SilverSun Technologies, Inc. (the “Company”) is an information technology company, and a value added reseller and master developer for Sage Software’s MAS 90/200/500 and ERP X3 financial and accounting software as well as the publisher of its own proprietary Electronic Data Interchange (EDI) software, “MAPADOC.”  The Company focuses on the business software and information technology consulting market, and is looking for other opportunities to grow its business. The Company sells services and products to various end users, manufacturers, wholesalers and distributor industry clients located throughout the United States.

In June 2011, the Company changed its name to SilverSun Technologies, Inc. The Company is publicly traded and is currently quoted on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “SSNTA.”

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of SilverSun Technologies, Inc. as of September 30, 2011, the results of operations for the three and nine months ended September 30, 2011 and September 30, 2010 and statements of cash flows for the nine months ended September 30, 2011 and September 30, 2010.  These results are not necessarily indicative of the results to be expected for the full year.

The financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include disclosures normally made in an Annual Report on Form 10-K.  The December 31, 2010 balance sheet included herein was derived from the audited financial statements included in the Company’s annual report on Form 10-K as of that date. Accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Summary of Significant Accounting Policies

During 2011, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Form 10-K for the year ended December 31, 2010.

Going Concern

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.

The Company has suffered recurring operating losses and has negative working capital. These matters raise substantial doubt about the Company's ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from this uncertainty. The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn, is dependent upon the Company's ability to raise capital and/or generate positive cash flows from operations.
 
 
7

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Continued)

See Note 10 to the Financial Statements wherein the Company entered into two promissory notes (each a “Note” and together the “Notes”) each in the face amount of $275,000 (each a “Loan” and together the “Loans”), with two accredited investors. The proceeds from these Notes were used by the Company to satisfy all obligations of any type owed to YA Global.

In addition to developing new products, obtaining new customers and increasing sales to existing customers, management plans to achieve continued profitability through acquisitions of companies in the business software and information technology consulting market with solid revenue streams, established customer bases, and generate positive cash flow.

NOTE 2 – NET INCOME (LOSS) PER COMMON SHARE

The Company’s basic income per common share is based on net income for the relevant period, divided by the weighted average number of common shares outstanding during the period.  Diluted income per common share is based on net income, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding warrants and beneficial conversion of related party accounts.
 
   
Nine Months Ended
   
Nine Months Ended
 
   
September 30, 2011
   
September 30, 2010
 
Basic net income (loss)  per share attributable to common shareholders computation:
           
  Net income (loss) attributable to common stockholders
 
$
2,706,201
   
$
405,608
 
  Weighted-average common shares outstanding
   
4,500,839
     
3,431,691
 
  Basic net income (loss) per share attributable to common Stockholders
 
$
0.60
   
$
0.12
 
Diluted net income (loss) per share attributable to common shareholders computation
               
  Net income (loss) attributable to common stockholders
 
$
2,706,201
   
$
405,608
 
  Weighted-average common shares outstanding
   
4,500,839
     
3,431,691
 
  Incremental shares attributable to the common stock  equivalents
   
101,277,181
     
2,090,120
 
  Total adjusted weighted-average shares
   
105,777,990
     
5,521,811
 
  Diluted net income (loss) per share attributable to common Stockholders
 
$
0.03
   
$
0.07
 

   
Three Months Ended
   
Three Months Ended
 
   
September 30, 2011
   
September 30, 2010
 
Basic net income (loss)  per share attributable to common shareholders computation:
           
  Net income (loss) attributable to common stockholders
 
$
(24,652)
   
$
733,921
 
  Weighted-average common shares outstanding
   
4,492,578
     
3,571,175
 
  Basic net income (loss) per share attributable to common Stockholders
 
$
(0.01)
   
$
0.21
 
Diluted net income (loss) per share attributable to common shareholders computation
               
  Net income (loss) attributable to common stockholders
 
$
(24,652)
   
$
733,921
 
  Weighted-average common shares outstanding
   
4,492,578
     
3,571,175
 
  Incremental shares attributable to the common stock  equivalents
   
-
     
1,950,636
 
  Total adjusted weighted-average shares
   
4,492,578
     
5,521,811
 
  Diluted net income (loss) per share attributable to common Stockholders
 
$
(0.01)
   
$
0.13
 
 
 
8

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - CONVERTIBLE DEBENTURES PAYABLE

In June 2003, the Company issued $30,000 in 5% convertible debentures and in September 2003 issued an additional $100,000 in 5% convertible debentures to private investors (the June 2003 convertible debenture and the September 2003 convertible debenture together the “Convertible Debentures”. The total outstanding principal balance of the Convertible Debentures as of September 30, 2011 and December 31, 2010 was $15,000, plus accrued interest of $7,486 and $6,925.

On December 30, 2005, the Company entered into a Securities Purchase Agreement with YA Global Investments, L.P (YA Global). Pursuant to such purchase agreement, YA Global purchased $2,359,047 of secured convertible debentures, which are convertible into shares of the Company’s Class A Common Stock. Two such debentures were issued on December 30, 2005 for an aggregate of $1,759,047, interest payable at the rate of 7.5% per annum, and included a debenture that was issued on May 6, 2006 equal to $600,000 with interest payable at the rate of 7.5% per annum (the December 30, 2005 and May 6, 2006 convertible debenture together the “YA Convertible Debentures”).  As of December 31, 2010, the YA Convertible Debentures were $1,319,000.
 
During the first three months of 2011, the Company made payments in the amount of $205,000. In April 2011, the Company paid YA Global $530,000 to satisfy any and all obligations owed to YA Global, including outstanding principal, accrued interest and accrued liquidated damages.  As a result of the restructuring of the debt, the Company recorded a gain on the extinguishment of $1,461,660, which is presented as other income in the accompanying statement of operations. Additionally, the Company recorded a gain on the extinguishment of the derivative liability associated with this convertible debenture in the amount of $767,279 (see Note 5).
 
NOTE 4 – CONVERTIBLE PROMISSORY NOTE – RELATED PARTY

On January 28, 2011, the Company issued a 7% $51,000 convertible promissory note to Mr. Mark Meller (“Meller Note”), the Company’s Chief Executive Officer. This note is not collateralized. The note and interest are due January 28, 2012. Any overdue principal or interest, which is not paid within ten (10) days from the due date, shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the lesser of (i) the maximum interest rate permitted by applicable law or (ii) twelve percent (12.00%). The Noteholder is entitled, at its option, to convert, at any time, until payment in full, all or any part of the principal amount of the Meller Note, plus accrued interest, into (i) shares of the Company's Class B common stock, par value $0.0001 per share (“Class B Common Stock”), at the conversion price of one (1) share of Class B Common Stock  of the Company for each dollar converted, or, alternatively, (ii) that number of shares of Class A Common Stock that such shares of Class B Common Stock noted in (i) above would convert into.  On May 17, 2011, the Board of Directors of the Company and the stockholders holding in the aggregate a majority of the outstanding capital stock of the Company entitled to vote approved by written consent the change in the conversion ratio at which the Class B Common Stock, from fifty percent (50%) of the lowest price ever paid for the issuance of Class A Common Stock to a fixed conversion of one thousand nine hundred seventy five (1,975) shares of Class A Common Stock for each one (1) share of Class B Common Stock (the “Ratio Change”). Therefore, the Meller Note could convert into 100,725,000 Class A Common Stock upon the election of the note holder.

The conversion option embedded in the Meller Note was valued at the date of issuance to be $104,821 (see Note 5) and recorded as a free-standing financial instrument on the date of issuance.  The Company recorded additional expense related to the excess of the fair value of the instrument over the carrying value of the Meller Note at the date of issuance in the amount of $53,821 and a debt discount of $51,000.  The debt discount is being amortized to interest expense over the life of the note.  For the three and nine months ended September 30, 2011 amortization of debt discount was $12,750 and $34,000, respectively. For the three and nine months ended September 30, 2011, the Company recorded interest expense of $912 and $2,430, respectively. Accrued interest at September 30, 2011 was $2,430.
 
 
9

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - DERIVATIVE LIABILITIES

CONVERTIBLE DEBENTURES

Conversion features associated with the extinguished Convertible Debentures represented an embedded derivative which the Company had accounted for as a free-standing financial instrument.  As of December 31, 2010 the embedded derivative amounted to $1,177,845. This amount was adjusted to $767,279 at April 12, 2011, the date of repayment of the YA Global Convertible Debentures. The $767,279 was recorded as a gain on the extinguishment of the derivative liability since the YA Global Convertible Debentures have been repaid. For the three and nine months ended September 30, 2011 the Company recorded a gain on valuation of derivative in the amounts of $-0- and $410,566, respectively, as compared to a gains on valuation of derivative in the amounts of $866,084 and $1,048,840 for the three and nine months ended September 30, 2010, respectively. The estimated fair value of the financial instruments has been calculated based on a Black-Scholes pricing model using the following assumptions:

   
April 12, 2011
   
December 31, 2010
 
Fair market value of stock
 
$
0.00013
   
$
0.00013
 
Exercise price
 
$
0.0001
   
$
0.0001
 
Dividend yield
   
0.00
%
   
0.00
%
Risk free interest rate
   
0.24
%
   
0.29
%
Expected volatility
   
145.01
%
   
183.32
%
Expected life
 
0.71 Year
   
1 Year
 
 
CONVERTIBLE PROMISSORY NOTE

The conversion feature associated with the Meller Note represents an embedded derivative. At January 28, 2011 the Company recorded the conversion option as a liability, recorded a debt discount of $51,000, and charged Other Expense - Loss on Valuation of Derivative for $53,821, resulting primarily from calculation of the conversion price, and a derivative liability of $104,821. For the nine months ended September 30, 2011, the Company recorded a Gain on Valuation of Derivative in the amount of $5,290 from the calculation of the derivative liability.

In May 2011 the conversion feature was modified, which resulted in the extinguishment of this derivative liability in the amount of $99,531 recorded through additional paid-in capital

The estimated fair value of the embedded derivative had been calculated based on a Black-Scholes pricing model using the following assumptions:

   
May 17 , 2011
   
At Inception
 
Fair market value of stock
 
$
0.00013
   
$
0.00013
 
Exercise price
 
$
0.00005
   
$
0.00005
 
Dividend yield
   
0.00
%
   
0.00
%
Risk free interest rate
   
0.41
%
   
0.24
%
Expected volatility
   
169.92
%
   
182.35
%
Expected life
 
0.83 Year
   
1 Year
 
 
 
10

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - DUE TO RELATED PARTIES

On September 15, 2003, the Company entered into an employment agreement with Mr. Meller to serve as the Company's President and Chief Financial Officer for a term of five years. Mr. Meller agreed to defer payment of a portion of the monies due and owing him representing fixed compensation, which has been accrued on the Company’s balance sheet, and the one-time payment in connection with a previous transaction, until such time as the Board of Directors determines that the Company has sufficient capital and liquidity to make such payments.

On June 29, 2011, Mr. Meller forgave outstanding liabilities representing unpaid salary, unpaid expense and auto allowances, and the one-time payment in connection with a previous transaction in the amount of $1,338,967. Such amount is recorded as a contribution of capital in Additional Paid-In Capital in the accompanying balance sheet.

Total amounts owed to Mr. Meller as of September 30, 2011 and December 31, 2010, representing unpaid salary, unpaid expense and auto allowances, and the one-time payment in connection with a previous transaction, totaled $3,705 and $1,293,941.

As of September 30, 2011, the amount of $3,705 owed to Mr. Meller represents accrued interest on the convertible and non-convertible promissory notes.

NOTE 7 – NOTES PAYABLE TO RELATED PARTIES

On October 19, 2010, the Company borrowed $45,000 in exchange for a promissory note to Mr. Mark Meller, the Company’s President and Chief Executive Officer. This note is not collateralized, and carries an interest rate of 3% per annum on the unpaid balance. The note and interest are due January 1, 2012. The outstanding balances as of September 30, 2011 and December 31, 2010 were $40,000 and $45,000, plus accrued interest of $1,276 and $274, respectively.
 
NOTE 8 - FAIR VALUE MEASUREMENTS

Fair value measurements are generally based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company’s current financial assets and liabilities approximate fair value due to their short term nature and include cash, accounts receivable, accounts payable, capital leases and various short-term borrowings.

·  
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

·  
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures.

Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

·  
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
 
 
11

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
NOTE 8 - FAIR VALUE MEASUREMENTS (Continued)
 
The following table provides a summary of the changes in fair value of our Level 3 financial liabilities from December 31, 2010 through September 30, 2011 as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to the liability held at September 30, 2011:

Fair value, December 31, 2010
 
$
(1,177,845
)
Total gains or losses included in earnings:
       
Net change in unrealized gain (loss), net
   
415,856
 
New issuances
   
(104,821)
 
Debt extinguishment
   
767,279
 
Meller promissory note
   
99,531
 
     
-
 
Fair value, September 30, 2011
 
$
-
 

NOTE 9 – PROMISSORY NOTES

On April 11, 2011 the Company entered into two promissory notes (each a “Note” and together the “Notes”) each in the face amount of $275,000 with two accredited investors, totaling $550,000 (each a “Loan” and together the “Loans”).  Each Note bears 7% interest and principal and interest has a maturity date of September 15, 2011. The Company can repay the Notes at any time without penalty. These notes are secured by all of the Company’s assets. As partial consideration for the loans, the Company issued two shares of Series A convertible preferred stock, par value $1.00 per share (the “Series A Convertible Preferred Stock”) (one share to be issued to each investor mandatorily convertible into Class A Common Stock equal to 1% of the outstanding common stock at the time of conversion (no later than January 15, 2012) (see Note 10). The total outstanding principal balance of the Notes as of September 30, 2011 was $450,000, plus accrued interest of $8,779. For the three and nine months ended September 30, 2011, the Company recorded interest expense of $8,619 and $17,134, respectively. The due date for the Notes was extended to November 4, 2011 when these notes were paid in full (See Note 11 – Subsequent Events). The Company’s Chief Executive Officer, Mr. Mark Meller, agreed to personally guarantee the repayment of the Notes (See Series B Preferred Stock in Note 10).

NOTE 10 – STOCKHOLDERS’ EQUITY

Series A Convertible Preferred Stock

The Company issued to the each holder of the Notes one (1) share of Series A Convertible Preferred Stock, having the rights, preferences, privileges, powers and restrictions set forth in the Certificate of Designation filed with the Secretary of State of Delaware. The Company has the right to convert, at its sole option, each share of Series A Convertible Preferred Stock into Class A Common Stock equal to 1% of the outstanding shares of Class A Common Stock at the time of conversion. The Company valued the Series A Convertible Preferred Stock at $22,886 representing 1% of the outstanding shares deliverable multiplied by the fair market value of the stock on the date of issuance and recorded as debt discount, which has been amortized to interest expense during 2011. Each one share of Series A Preferred Stock shall entitle the Series A Holder to voting rights equal to 2,666,667 votes of Class A Common Stock.

 
12


 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 NOTE 10 – STOCKHOLDERS’ EQUITY (Continued)
  
Series B Preferred Stock

On September 23, 2011, SilverSun Technologies, Inc., entered into a Series B preferred stock purchase agreement (the “Preferred Stock Purchase Agreement”) with the Company’s Chief Executive Officer, Mr. Mark Meller (the “Series B Holder”), pursuant to which the Series B Holder was issued the only one (1) authorized share of Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”).  The Series B Holder was issued one (1) share of Series B Preferred Stock as partial consideration for such Series B Holder’s agreement to personally guarantee the repayment of two promissory notes (the “Notes”), dated April 11, 2011, each in the principal face amount of $275,000, for an aggregate principal sum of $550,000 the terms of which are incorporated by reference herein as Exhibit 10.1.

The Series B Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Designation (the “Certificate of Designation”) filed by the Corporation with the Secretary of State of the State of Delaware (“Delaware Secretary of State”) on September 23, 2011.

Each one (1) share of the Series B Preferred shall have voting rights equal to (x) the total issued and outstanding Common Stock and preferred stock eligible to vote at the time of the respective vote divided by (y) forty nine one-hundredths (0.49) minus (z) the total issued and outstanding Common Stock  and preferred stock eligible to vote at the time of the respective vote.  For the avoidance of doubt, if the total issued and outstanding Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of the Series B Preferred Stock shall be equal to 5,204,082 (e.g. (5,000,000 / 0.49) – 5,000,000 = 5,204,082).

Common Stock

On May 17, 2011, the Company filed an Information Statement with the Securities and Exchange Commission, pursuant to Section 14C of the Securities Exchange Act of 1934, to the holders of Class A Common Stock (the “Series A Stockholders”) of SilverSun Technologies, Inc. to notify such Series A Stockholders that the Company received a unanimous written consent in lieu of a meeting of the holders of Series A Convertible Preferred Stock (“Series A Preferred”).  Each share of Series A Preferred has the equivalent of five billion (5,000,000,000) votes of Class A Common Stock.  Currently, there are two holders of Series A Preferred (together, the “Series A Stockholders”), each holding one share of Series A Preferred, resulting in the Series A Stockholders holding in the aggregate approximately 55.4% of the total voting power of all issued and outstanding voting capital of the Company (the “Majority Stockholders”).   The Series A Stockholders consented to perform the following:

 
1. A 1-for-1,811 reverse stock split of the Company’s issued and outstanding shares of Class A Common Stock;

 
2. A decrease in the number of authorized shares of Class A Common Stock from ten billion (10,000,000,000) shares of Class A Common Stock to seven hundred and fifty million (750,000,000) shares of Class A Common Stock;

 
 3. An amendment to the par value of blank check preferred stock from a par value $1.00 per share to a par value $0.001 per share.

 
 4. A change in the conversion ratio at which the Class B Common Stock, par value $.00001 per share of the Company converts into Class A Common Stock from (i) fifty percent (50%) of the lowest price ever paid for the issuance of Class A Common Stock for each one share of Class B Common Stock being converted to (ii) 1,975 shares of Class A Common Stock for each one share of Class B Common Stock;

 
5. The cancellation of Class C Common Stock, par value $.00001 per share.;
 
 
6. A change in the name of the Company from Trey Resources, Inc. to SilverSun Technologies, Inc.
 
 
13


 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – SUBSEQUENT EVENTS
 
Line of Credit

In October the Company negotiated a line of credit from a bank. The agreement included a borrowing base calculation tied to accounts receivable with a maximum availability of $750,000. Interest on outstanding balances is payable daily at an interest rate that is two and three quarters percentage points (2.75%) above the Prime Rate. The Company’s interest rate was 6% at September 30, 2011. The Company paid a $5,000 documentation fee for this loan.  The line was collateralized by substantially all of the assets of the Company and is guaranteed by the Company’s CEO.  The credit facility required the Company to pay a monitoring fee of 0.315% of eligible collateral to be paid monthly. An annual facility fee equal to one percent (1%) of the Maximum Credit is assessed upon the initial funding, annually thereafter. The term of the agreement is for three years and expires in October 2014.

Repayment of Promissory Notes

On November 4,  2011, the Company paid off the Promissory Notes and accrued interest by borrowing against the Line of Credit and cash from operations.
 
 
14

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

This quarterly report on Form 10-Q and other reports filed by SilverSun Technologies, Inc. (the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management.  Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof.  When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements.  Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 29, 2011, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire.  Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements.  Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made.  These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result.  The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

Overview

In June 2011, the Company changed its name to SilverSun Technologies, Inc. The Company focuses on the business software and information technology consulting market, and is looking to acquire other companies in this industry.  SWK Technologies, Inc. (“SWK Technologies”), the Company’s subsidiary and the surviving company from the acquisition and merger with SWK, Inc., is a New Jersey-based information technology company, value added reseller, and master developer of licensed accounting and financial software published by Sage Software.  SWK Technologies also publishes its own proprietary supply-chain software, the Electronic Data Interchange (EDI) solution “MAPADOC.”  SWK Technologies sells services and products to various end users, manufacturers, wholesalers and distribution industry clients located throughout the United States, along with network services provided by the Company.

On June 2, 2006, SWK Technologies completed the acquisition of certain assets of AMP-Best Consulting, Inc. of Syracuse, New York.  AMP-Best Consulting, Inc. is an information technology company and value added reseller of licensed accounting software published by Sage Software.  AMP-Best Consulting, Inc. sells services and products to various end users, manufacturers, wholesalers and distribution industry clients located throughout the United States, with special emphasis on companies located in the upstate New York region.
 
This year had significant developments that helped change the financial situation of the Company that will provide a basis for future growth.

·  
For the nine months ended September 30, 2011, sales increased 42% to $7,825,323 and the Company generated an operating profit of $329,678 as compared to an operating loss of $615,521 for the same period in the prior year;
·  
The Company reduced its liabilities by $3,183,815;
·  
The Company repaid YA Global and recorded a gain of $1,461,660 on extinguishment of these liabilities.
·  
Mr. Mark Meller, the Company’s Chief Executive Officer, forgave $1,338,967 in liabilities due him; and
·  
The Company completed a 1-for-1,811 reverse stock split of the Company’s issued and outstanding shares of Class A Common Stock;
 
 
15

 
Plan of Operation

We continue to develop and increase our existing business by aggressively seeking new business and offering solutions to our customers, including our own proprietary EDI software.   We specialize in ERP software sales and implementation, programming, and training and technical support, aimed at improving the financial reporting and operational efficiencies of small and medium sized companies. The sale of our financial accounting software is concentrated in the northeastern United States, while our EDI software and programming services are sold to corporations nationwide.
 
Additionally, it is our intention to increase our business by seeking additional opportunities through potential acquisitions, partnerships or investments.  Such acquisitions, partnerships or investments may consume cash reserves or require additional cash or equity.  Our working capital and additional funding requirements will depend upon numerous factors, including: (i) strategic acquisitions or investments; (ii) an increase to current company personnel; (iii) the level of resources that we devote to sales and marketing capabilities; (iv) technological advances; and (v) the activities of competitors.
 
Nine Months Ended September 30, 2011 as Compared to the Nine Months Ended September 30, 2010

Revenues

All revenues reported by the Company are derived from the sales and service of Sage Software, MAPADOC, and other third-part software products to various end users, manufacturers, wholesalers and distribution industry clients located throughout the United States, along with consulting and customer support and network services provided by the Company.

Revenues for the nine months ended September 30, 2011, increased $2,300,960 (41.7%) to $7,825,323, as compared to $5,524,363 for the nine months September 30, 2010.  These sales were all generated by the Company’s operating subsidiary, SWK Technologies.  This increase is primarily due to a significant increase in business as a result of strong marketing efforts and very competitive pricing as well as the Company’s investment in its Sage ERP X3 practice.  The largest increases were for consulting services and software.

Gross Profit

Gross profit for the nine months ended September 30, 2011, increased $1,273,383 (60.5%) to $3,378,274, as compared to $2,104,891, for the nine months ended September 30, 2010.  For the nine months ended September 30, 2011, the gross profit percentage was 43.2%, as compared to 38.1% for the nine months ended September 30, 2010.  The mix of products being sold by the Company changes from time to time and sometimes causes the overall gross margin percentage to vary.  Sales of the larger Sage Software products carry a lower gross margin percentage while consulting revenues generate a higher gross profit.  The change in sales mix for the nine ended September 30, 2011, resulted in gross profit being higher as a percent of sales as compared to the nine months ended September 30, 2010.  This increase is primarily due the increase in consulting revenues.

Operating Expenses

Total operating expenses increased $328,184 (12.1%) to $3,048,596, for the nine months ended September 30, 2011, as compared to $2,720,412 for the nine months ended September 30, 2010.  This increase is mainly attributed to an increase in general and administrative professional and consulting fees, administrative salaries and marketing expenses.
 
 
16

 
Other Income

Total other income for the nine months ended September 30, 2011 was $2,474,365, as compared to $958,880 for the nine months ended September 30, 2010.  This change is primarily attributed to the gain on the extinguishment of debt and derivative liability as well as the market value change of derivatives related to price protections on conversion features associated with debt.

Net Income (Loss)

For nine months ended September 30, 2011, the Company had net income of $2,804,043, as compared to net income of $343,359 for the nine months ended September 30, 2010.  This change is primarily attributed to the gain on the extinguishment of debt and derivative liability as well as the market value change of derivatives related to price protections on conversion features associated with debt.

Three Months Ended September 30, 2011 as Compared to the Three Months Ended September 30, 2010

Revenues

Revenues for the three months ended September 30, 2011 increased $463,584 (24.3%) to $2,371,800, as compared to $1,908,216 for the three months September 30, 2010.  These sales were all generated by the Company’s operating subsidiary, SWK Technologies.  This increase is primarily due to a significant increase in business, primarily consulting revenues, as a result of strong marketing efforts and very competitive pricing as well as the Company’s investment in its Sage ERP X3 practice.

Gross Profit

Gross profit for the three months ended September 30, 2011, increased $177,801 (21.3%) to $1,011,237, as compared to $833,436, for the three months ended September 30. 2010.  For the three months ended September 30, 2011, the gross profit percentage was 42.6%, as compared to 43.7% for the three months ended September 30, 2010. The increase in gross profit is primarily the result of the increase in business for the period.

Operating Expenses

Total operating expenses increased $59,472 (6.3%) to $1,000,594, for the three months ended September 30, 2011, as compared to $941,122 for the three months ended September 30, 2010.  This increase is mainly attributed to an increase in selling expenses.

Other Income

Total other expense for the three months ended September 30, 2011 was $24,784, as compared to other income of $838,471, for the three months ended September 30, 2010.  This change is primarily attributed to the gain on the valuation of the derivative in the three month period ended September 30, 2010.

Net Income (Loss)

For three months ended September 30, 2011, the Company had a net loss of $13,753, as compared to net income of $730,785 for the three months ended September 30, 2010.  This change was primarily the result of the gain in the valuation of the derivative during the three months ended September 30, 2010.
 
 
17


Liquidity and Capital Resources

We are currently seeking additional operating income opportunities through potential acquisitions or investments.  Such acquisitions or investments may consume cash reserves or require additional cash or equity.  Our working capital and additional funding requirements will depend upon numerous factors, including: (i) strategic acquisitions or investments; (ii) an increase to current company personnel; (iii) the level of resources that we devote to sales and marketing capabilities; (iv) technological advances; and (v) the activities of competitors.

The Company has suffered recurring operating losses and current liabilities exceeded current assets as of September 30, 2011.  The recoverability of a major portion of the recorded asset amounts shown in the accompanying condensed consolidated balance sheet is dependent upon continued operations of the Company.
 
In addition to developing new products, obtaining new customers and increasing sales to existing customers, management plans to achieve profitability through acquisitions of companies in the business software and information technology consulting market with solid revenue streams, established customer bases, and positive cash flow.

In June 2003, the Company issued $30,000 in 5% convertible debentures and in September 2003, the Company issued an additional $100,000 in 5% convertible debentures to private investors. Total outstanding principal balance of the convertible debentures as of September 30, 2011 and December 31, 2010, was $15,000, plus accrued interest of $7,486 and $6,925.

On December 30, 2005, the Company entered into a Securities Purchase Agreement with YA Global Investments, L.P (YA Global). Pursuant to such purchase agreement, YA Global purchased $2,359,047 of secured convertible debentures, which are convertible into shares of the Company’s Class A common stock. Two such debentures were issued on December 30, 2005 for an aggregate of $1,759,047, interest payable at the rate of 7.5% per annum, and included a debenture was issued on May 6, 2006 equal to $600,000 with interest payable at the rate of 7.5% per annum (the “YA Global Debentures”).

On November 9, 2010, the YA Global Convertible Debentures to YA Global were amended with the maturity date being extended to December 31, 2011. This amendment required an initial payment of $175,000 due on January 28, 2011, with additional monthly payments of $10,000 to be made for the following eleven months ending December 1, 2011. The remaining principal and all accrued interest is due on December 31, 2011. This agreement also modified and fixed the conversion price at $.0001, but is also subject to price protection features. The YA Global Debentures are also not convertible during 2011, provided that the payments required by the amended agreement have been made in a timely fashion. During the first three months of 2011, the Company made payments in the amount of $205,000 in accordance with the terms of the amendment. In April 2011, the Company paid YA Global $530,000 to satisfy any and all obligations owed to YA Global, including outstanding principal, accrued interest and liquidated damages.  As a result, the Company recorded a gain on the extinguishment of debt in the amount of $1,461,660 and is recorded as other income in the accompanying statement of operations.

On April 11, 2011, the Company entered into two promissory notes (each a “Note” and together the “Notes”) each in the face amount of $275,000 (the “Loans”), with two accredited investors.  Each Note bears 7% interest and has a maturity date of September 15, 2011. These notes are secured by all of the Company’s assets. As partial consideration for the Loans, the Company issued two shares of Series A convertible preferred stock, par value $1.00 per share (the “Series A Convertible Preferred Stock”), one share to be issued to each investor mandatorily convertible into Class A Common Stock equal to 1% of the outstanding common stock at the time of conversion (no later than January 15, 2012).

In October the Company negotiated a line of credit from a commercial bank. The agreement included a borrowing base calculation tied to accounts receivable with a maximum availability of $750,000. Interest on outstanding balances is payable daily at an interest rate that is two and three quarters percentage points (2.75%) above the Prime Rate. The Company’s interest rate was 6% at September 30, 2010. The Company paid a $5,000 documentation fee for this loan.  The line was collateralized by substantially all of the assets of the Company and is guaranteed by the Company’s Chief Executive Officer, Mr. Mark Meller.  The credit facility required the Company to pay a monitoring fee of 0.315% of eligible collateral to be paid monthly. An annual facility fee equal to one percent (1%) of the Maximum Credit is assessed upon the initial funding, annually thereafter. The Company has not yet borrowed against this line. The term of the agreement is for three years and expires in October 2014.

During the nine months ended September 30, 2011, the Company had a net increase in cash of $483,080. The Company's principal sources and uses of funds were as follows:

Cash provided by (used in) operating activities

The Company provided $776,160 in cash for operating activities for the nine months ended September 30, 2011, as compared to using $112,837 of cash for operating activities for the nine months ended September 30, 2011. This increase in cash used in operating activities is primarily attributed to the increased operating income for the nine months ended September 30, 2011, and an increase in cash from deferred revenues partially offset by an increase in accounts receivable.
 
 
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Cash used in investing activities

Investing activities for the nine months ended September 30, 2011 used cash of $71,748, as compared to using $43,881 of cash for the nine months ended September 30, 2010. This increase in cash used is attributed to the increase in purchases of property, plant and equipment.
 
Cash provided by (used in) financing activities

Financing activities for the nine months ended September 30, 2011 used cash of $221,332, as compared to using $72,055 of cash for the nine months ended September 30, 2010. This increase in cash used is primarily attributed to the payoff of YA Global convertible debentures offset partially by net proceeds from promissory notes.

Off Balance Sheet Arrangements

During the nine months ended September 30, 2011, we did not engage in any material off-balance sheet activities nor have any relationships or arrangements with unconsolidated entities established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide additional funding to any such entities.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s principal executive officer (“CEO”) and principal financial officer (“CFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.  Based on this evaluation, the CEO and CFO concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.  Risk Factors

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 29, 2011.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Other than disclosed above, there were no unregistered sales of equity securities during the period ended September 30, 2011, that were not otherwise required to be disclosed in a current report on Form 8-K.

Item 3.  Defaults Upon Senior Securities

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4.  (Removed and Reserved)
 
Item 5.  Other Information

Item 6.  Exhibits

3.1
 
Fourth Amended and Restated Certificate of Incorporation, dated June 27, 2011 (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on June 30, 2011)
3.2   Amended and Restated Bylaws, dated June 28, 2011*
4.1   Certificate of Designation of Series A Convertible Preferred Stock filed with Delaware Secretary of State on May 5, 2011(as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 12, 2011)
10.1
 
Form of Promissory Note dated April 11, 2011 executed by the Company in favor the investor named therein (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on April 15, 2011)
10.2   Form of Preferred Stock Agreement (as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 12, 2011)
31.1
 
31.2
 
32.1
 
32.2
 
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
* Filed herewith
 
 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.


   
SILVERSUN TECHNOLOGIES, INC.
           
           
Dated: November 10, 2011
 
By:
/s/ Mark Meller
   
     
Mark Meller
   
     
Chief Executive Officer (Principal Executive Officer)
     
Chief Financial Officer (Principal Accounting Officer)
 

 
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