Data Storage Corp - Annual Report: 2009 (Form 10-K)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31, 2008
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from ___________ to ___________
Commission
File No. 333-148167
DATA
STORAGE CORPORATION
(Name of
small business issuer in its charter)
NEVADA
|
98-0530147
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer Identification No.)
|
875
Merrick Avenue
Westbury,
NY
|
11590
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(212)
564-4922
(Registrant’s
telephone number, including area code)
EURO
TREND INC.
(FORMER
NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT
Securities
registered under Section 12(b) of the Exchange Act:
|
|
Title
of each class registered:
|
Name
of each exchange on which registered:
|
None
|
None
|
Securities
registered under Section 12(g) of the Exchange Act:
|
|
Common
Stock, par value $.001
(Title
of class)
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 the Securities Act.
Yes
No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes
No x
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 x No o
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes o
No x
Check if
there is no disclosure of delinquent filers in response to Item 405 of S-K
(§229.405 of this chapter) not contained in this form, and no
disclosure will be contained, to the best of the registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, an accelerated filer, 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 o Accelerated
filer o
Non-accelerated
filer o Smaller
reporting
company x
(Do not
check if a smaller reporting company)
Revenues
for year ended December 31, 2008: $629,675
Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of December 31, 2008, was: $0
Number of
shares of the registrant’s common stock outstanding as of March 31, 2009 was:
13,875,011
Transitional
Small Business Disclosure Format: Yes No
x
TABLE
OF CONTENTS
PART
I
|
||
ITEM
1.
|
DESCRIPTION OF
BUSINESS
|
1 |
ITEM
2.
|
PROPERTIES
|
5 |
ITEM
3.
|
LEGAL PROCEEDINGS
|
5 |
ITEM
4.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
5 |
PART
II
|
||
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
|
6 |
ITEM 6.
|
SELECTED FINANCIAL
DATA
|
6 |
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|
6 |
ITEM
7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
|
8 |
ITEM
8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
|
9 |
ITEM
9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
|
22 |
ITEM
9A.
|
CONTROLS AND
PROCEDURES
|
22 |
PART
III
|
||
ITEM
10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
23 |
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
23 |
ITEM
12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
|
27 |
ITEM
13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
|
27 |
ITEM
14.
|
PRINCIPAL ACCOUNTANT FEES AND
SERVICES
|
27 |
PART
IV
|
||
ITEM
15.
|
EXHIBITS, FINANCIAL STATEMENT
SCHEDULES
|
28 |
SIGNATURES
|
PART
I
ITEM
1. DESCRIPTION OF BUSINESS
Overview
Corporate
History
Euro
Trend Inc. was incorporated on March 27, 2007 under the laws of the State of
Nevada intending to commence business operations by distributing high-end
European made designer clothing in mass wholesale and retail markets throughout
Western Europe, Canada and the United States of America. On October 20, 2008 we
completed a Share Exchange Agreement whereby we acquired all of the outstanding
capital stock and ownership interests of Data Storage Corporation. In exchange
we issued 13,357,143 shares of our common stock to the Data Storage
Shareholders. This transaction was accounted for as a reverse merger for
accounting purposes. Accordingly, Data Storage Corporation, the accounting
acquirer, is regarded as the predecessor entity.
Description
of Data Storage
Data
Storage Corporation (“Data Storage” or “DSC”) was incorporated in Delaware on
August 29, 2001. Data Storage develops and manages customized, powerful, premium
solutions for data protection including: Storage Infrastructure Design and
Management, Business Continuity Planning and Disaster Recovery, Virtualization,
Archiving, Disk and Transaction Mirroring, and Internet Services..
Data
Storage derives revenues from the sale of solutions that provide businesses
protection of critical electronic data. At this time, these services consist
primarily of offsite data backup and de-duplication for disaster recovery and
business continuity purposes. We have operations in a non-collocated datacenter
in Westbury, New York and a disaster recovery facility which is located over
1,000 miles away from the primary data center in Westbury, leveraging another
non-collocated facility in Fort Lauderdale, Florida. We deliver our services
over a highly intelligent, reliable, redundant and secure fiber optic network,
with separate and diverse routes to the Internet. This network and geographical
diversity is important to clients seeking storage hosting and backup services,
as it ensures protection of data in the case of a network
interruption.
Data
Storage is in the position today to leverage our infrastructure to grow revenue
to significant levels by asset acquisition of data backup service providers’
customer bases. The aim is to reduce costs through economies of scale while
reducing competition in local markets and consolidating efforts during the
current economic downturn. Over 4,000 such service providers exist today;
providing DSC with ample acquisition targets. Initial base acquisitions will be
derived from companies that offer similar services to Data Storage as greater
economies of scale can be realized using this strategy. In the future, DSC
believes opportunities exist to acquire synergistic service providers to enhance
our products and services portfolio. We believe that the opportunity exists
today to roll up customer bases from resellers and software licensees of backup
software. This will enable Data Storage to create a national presence as the
premiere encrypted data depository; the National Data Bank. The roll up of these
technical consulting companies and system integrators will also form a powerful
distribution channel for both our current and future product and service
offerings. Acquisition activity including organic growth is forecasted at $3.7
Million for 2009 and $9.7 Million for 2010. These revenue outlooks form the base
line revenue for each consecutive year since revenue is monthly recurring and
normally under a three year agreement with clients.
The
marketplace providing data backup services are segmented into systems
integrators that have added data protection services as an additional product
line adding to their bundle of services and products. In many situations, these
companies have purchased equipment and software licenses, and in others, they
simply resell without equipment and invoice their clients on a monthly recurring
basis. Ownership of the account is with the software licensee or software
company. The companies that resell or whom have purchased equipment have a
restricted exit and little upside, except for their recurring compensation,
which ranges from 20% to 50%. These potential acquisitions sell into their
client base and convert their clients from an older technology to data vaulting.
Data Storage’s position will be to invite these potential acquisition candidates
to roll up, receiving cash and stock while providing their exit. These
acquisitions will become members of the national brand, National Data Bank; a
USA secured and encrypted data depositary which is currently in process of
registration. The companies whom have sold their bases to Data Storage will have
this identification on their business card and continue to receive a royalty and
continue to sell Data Storage services. This movement will unite the system
integrator and their client with Data Storage forming a powerful distribution
channel and one that does not exist today in the industry.
Today
there exists over 4,000 companies selling backup services, from small providers
selling backup to the local business to large companies offering the ability to
house their client’s employees and equipment in a situation of disaster, a hot
site.
As a
complete industry overview the combined disk, and optical storage industry is
approaching $50B in revenue, while the storage management software industry now
exceeds $5B in annual revenue. The global data storage market is forecasted to
reach $39B by year 2010. It already reached $19.8B by 2005. The enterprise
storage market is in excess of $15B, the midrange storage market in excess of
$13B, the storage software market is in excess of $9B and the network attached
storage in excess of $2B.
-1-
More
specially as it relates to the services planned and currently being provided,
IDC analysts’ worldwide storage-as-a-service forecast (in terms of backup,
archiving, and replication) shows demand for DSC’s core services increasing to
over $1.4 billion in 2011, up from under $400 million in 2006. IDC’s worldwide
online backup services forecast shows that demand for online backup services
specifically is growing year over year from 2006 through 2011 at a minimum of
25%. The largest growth is seen coming from the SMB, followed by enterprise
customers. Virtual Tape Library’s has a market size of 5 billion by
2012.
Data
Storage’s target base will be the mid size marketplace, initially, less than 500
employees; acquiring customer bases that range from 15 to 500 employee size
clients initially during 2008 and 2009. Average monthly client invoices ranges
per account will be 250 – 2500 dollars. Organically, Data Storage will continue
to focus on major distribution channels; the healthcare industry and the
continuation of channel partners and distributors.
It is our
objective to build a national data protection solution provider protecting
corporate and healthcare information while satisfying the business continuity
and compliance requirements.
Healthcare
DPS, a division of Data Storage, provides outsourced data protection technology
and services for hospitals, nursing and residential care facilities, physician’s
offices, home healthcare service companies, dental offices, alternative
healthcare offices, outpatient care centers, ambulatory healthcare service
companies, and medical and diagnostic laboratories in the New York metropolitan
area. Healthcare DPS assists companies in complying with HIPAA and other federal
and local regulations on data protection.
With zero
tolerance for downtime, larger healthcare organizations require extremely
reliable mission-critical data protection services. A host of state and industry
regulators are now urging, and in some cases requiring, the development of
business continuity and disaster recovery plans to ensure the backup, protection
and recovery of data on a long-term basis. Internet Services over Ethernet is
rapidly becoming the technology of choice to address these critical data center
needs, because of its ability to provide transparent connectivity over the wide
area. Data Storage offers an array of services in order to satisfy all of the
aforementioned requirements.
Description
of Data Storage’s Business
Data
Storage provides online backup, data archival and disaster recovery service for
a range of businesses, at a competitive cost through the operation of an
internet and private network based service utilizing state of the art technology
and high caliber personnel. Under our current management, we have grown and
developed adding personnel to provide services in all time zones.
We
service customers from our New York premises which consist of modern offices and
a technology suite adapted to meet the needs of a technology based business. Our
primary role is to provide, maintain and develop the network hub hardware and
software to meet the needs of our customers.
Data
Storage varies its use of resource, technology and work processes to meet the
changing opportunities and challenges presented by the market and the internal
customer requirements.
Organizational
Chart
-2-
Services
We offer
the following services to our clients.
Archiving-Backup Lifecycle
Management (BLM)
Backup
data must be managed throughout its life cycle to provide the best data
protection, meet compliance regulations and to improve recovery time objectives
(RTO). The BLM Archiver offers policy-based file archiving and manages archiving
and restoration of data from backup sessions, reducing the cost of inactive
files on-line. It creates restorable point-in-time copies of backup sets for
historical reference to meet compliance objectives and creates Certificates of
Destruction. All of an enterprise's data can be placed into one of two
categories. Critical information is that which is needed for day-to-day
operations and resides in the system's primary storage for fast access.
Important information is the historical, legal and regulatory information that
can safely be archived to secondary storage, lower cost disk or tapes stored
offsite.
Backup
Lifecycle Management is a growing trend that promises substantial savings in
hardware and administration, but not if the existing backup system is
BLM-unfriendly. To achieve the expected return on investment (ROI), most
enterprises will find it well worth choosing Distributed Backup that replaces
traditional tape backup and integrates with BLM's unique technology for the
greatest reduction in cost and complexity.
While
there are many backup solutions on the market, not all are BLM-ready, even among
those that backup to disk. It is important to note that simply replacing tape
with low-cost disk will not provide the technological advantages of a tested,
technologically distinct BLM architecture.
Continuous Data Protection
(CDP) Appliance
As data
continually mounts in today’s fast-paced business environment, organizations
need to protect their systems on an ongoing basis, or risk losing
mission-critical data, information, and transactions, as well as associated
business revenue.
Continuous
data protection is the process whereby data is captured and replicated to a
separate storage location to ensure that a set of critical data is always
available. With CDP you can roll back data to any known good point in time
whenever necessary. In the event of a planned (maintenance, upgrade) or
unplanned outage from a corrupted/lost file to a system failure or site level
disaster, CDP ensures rapid data recovery to minimize downtime and data
loss.
We
provide a scalable CDP solution architecture designed to maximize business
continuity of mission-critical messaging and database applications for data
centers, dispersed branch offices, and even individual desktops and
notebooks.
CDP
solutions employ sophisticated I/O, CPU, and network throttling to achieve
efficiency and reliability. Moreover, to protect against connectivity failures
and interruptions, CDP features an auto resume mechanism that sustains
replication and adapts according to the environment to achieve optimal and
predictable performance.
Hard Disk Recovery by
DriveSavers.com
We are an
authorized reseller of DriveSavers hard disk recovery. DriveSavers’ advanced
engineering methods and certified Class 100 clean room enable us to recover data
from all hard drives, storage devices and removable media. We can recover from
devices that have been dropped, sustained water or fire damage, suffered
corruption, power failure, file deletion, or reformatting.
DriveSavers
works with all versions of Windows, Mac, NetWare, and UNIX. They recover data
from hard drives and removable media such as floppy diskettes, CD, or DVD. They
also recover from all types of servers, RAID, SAN, and NAS devices.
Microsoft Exchange
Backup
Continuous
Data Protection (CDP) for Exchange
CDP
provides a more efficient e-mail backup option based on its virtually unlimited
granularity to remove the data loss vulnerabilities between regularly scheduled
backups by optimizing Recover Point Objectives (RPO). As e-mail messages enter
the Exchange server, CDP monitors the mailboxes and will immediately send those
new e-mails to be backed up. Customers can now restore data from an infinite
number of backup points, while the backup window and recovery time objectives
are effectively reduced to zero. CDP is enabled for Microsoft Exchange using the
Message Level Restore (MLR) functionality.
-3-
Offsite Backup
Services
We
provide online backup services that transfer a client’s information over the
Internet or on a dedicated private circuit to our secure company owned off-site
storage location. Our online backup service provides the most advanced data
protection solution for small and medium businesses. Our service turns an
ordinary server into a powerful and fully automated network backup
device.
Even the
most efficient organization must deal with the rare or occasional system
maintenance, failures and outages. However, all businesses with intensive
reliance on IT must be ready for the more catastrophic failures, such as fire,
power outage or natural disaster. Our system addresses all data protection
needs, from around-the-clock always updated protection of servers to the
compliant archiving of data.
Virtual Tape Library
(VTL)
Data
Storage VTL addresses the issues associated with using physical tape as a
primary backup/restore medium. Using a variety of protocols, VTL transfers data
to and from disk-based virtual tapes at ultra-high speeds for fast backup and
reliable recovery.
Replication
with VTL enables cost-effective electronic transport for data recovery and
infrastructure consolidation. Replication can be bi-directional, many-to-one, or
on-to-many, providing highly efficient protection for any topology.
Only
newly-created unique data is replicated, requiring a fraction of the bandwidth
utilized by other technologies. Physical tape can be eliminated from
remote/branch offices and consolidated at a central site. Only a single copy of
data is replicated, even if it exists at multiple sites.
Tape is
widely used as a prime medium for satisfying long-term compliance and archiving
requirements. VTL maximizes the functionality of physical tape by offering
multiple methods for creating and managing tapes, providing the flexibility to
meet any required tape management schema.
Organizations
today need to protect data company-wide, from the data center to the remote
office. VTL is scalable solution deployed in companies of all sizes, from small
and mid-sized businesses to large enterprise environments protecting multiple
Petabytes of data. Whether customers require the simplicity of a single VTL or
have multi-node and high-availability requirements, they can use VTL
confidently, knowing that the solution will scale as their business
grows.
Competition
Principal
competitors by service sector are:
Data
Protection
Commvault- a software
company focused primarily on data management. Uses singular architecture based
on Common Technology Engine to deliver data movement and expansion to changing
business requirements. Commvault offers a team of engineers and consultants for
customizing solutions for customers in six continents.
Fujitsu – With
regional sites in 70 countries, Fujitsu is a leading provider of IT based
business solutions. Along with Fujitsu Siemens Computers, it is one of the
world’s top providers of servers. Services include consulting systems,
integration, IT infrastructure management, computer products and
telecommunication.
Hitachi – is a
provider of servers, PCs, software, and telecommunications. The Information
& Telecommunication Systems segment is active in areas such as hardware,
communications infrastructure, hard disk drives and other storage products, as
well as the provision of systems integration services based on these
products.
Symantec – parent
company of Norton is an industry leader in electronic messaging security,
offering solutions for instant messaging, anti-spam, anti-virus, legal and
content compliance, legal discovery and message archiving.
CA (Computer
Associates) - offers data protection with a multi-layered solution that
combines data backup, security, replication and failover.
Data
De-Duplication
Diligent – is an
innovator in enterprise-class disk-based data protection solutions. Recently
acquired by IBM, it is the inventor of ProtecTIER, de-duplication platform
capable of inline de-duplication, eliminating redundant data and amount of
physical storage required.
-4-
NetApp – is a creator
of storage and data management solutions for maximizing cost efficiency,
offering single platform for a range of networked environments. Infrastructure
solutions include archive and compliance, business continuity, disk to disk
backup, storage consolidation and testing & development.
Overland Storage–
this company offers a complete set of data protection appliances for small and
midrange customers, to reduce backup window and simplify data retention.
Emphasis is on improving data recovery speed and cost effective methods of
disaster recovery.
Quantum – global
specialist in backup and recovery as well as archiving of data. It was the first
to market variable length de-duplication, virtual tape library for open systems
and unified disk to disk backup systems.
Virtual
Tape Library
Data Domain - is
aimed at reducing or eliminating tape infrastructure with disk and network based
data protection. Services include file storage, backup, disaster recovery, long
term retention of enterprise data and litigation support as well as regulatory
compliance assistance.
Falconstor –
implements solutions using Continuous Data Protector, virtual tape library and
network storage server. It offers a complete line of energy conscious
solutions for various industries using their IPstor storage virtualization
platform.
Sepaton
– is a provider of VTL solutions for data protection, offering
products and services to assist in a wide range of data protection issues such
as backup performance, regulatory/corporate compliance, disaster recovery and
containment of IT costs.
Off-Site
Data Vaulting
There are
many companies providing data vaulting services, from companies purchasing
wholesale without a data center or equipment and these that have invested in
equipment and software licensees. A smaller segment of companies have developed
software that provide for data vaulting some of which only license their
software and others that compete with their licensees.
Evault – offers
online backup and recovery solutions allowing automatic storage of critical data
and off-site vaults. It offers a broad range of services including archiving,
email compliance, eDiscovery, business continuity planning and disaster recovery
testing.
Sungard – is a leader
in software and processing technology for the financial services, higher
education and public sector industries. It is a major provider in information
availability solutions, managed IT as well as services for applications and data
center outsourcing.
Live Vault / Iron Mountain
- offers online backup and recovery solutions allowing automatic storage
of critical data and off-site vaults. It offers a broad range of services
including archiving, email compliance, eDiscovery.
Storage
Drives
IBM – (International
Business Machines Corporation) specializes in computer and technology consulting
as well as manufacturing and selling computer hardware and software.
Infrastructure services include hosting, from mainframe to
nanotechnology.
Employees
The
Company currently employs twelve employees and is expected to add four
additional employees by year end.
ITEM
2. DESCRIPTION OF PROPERTY
Our
principal office is located at 875 Merrick Avenue, Westbury, NY
11590. Our telephone number is (212) 564-4922.
ITEM
3. LEGAL PROCEEDINGS
We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
None.
-5-
PART
II
ITEM
5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
No Public Market for Common
Stock
There is
no established current public market for the shares of our common stock. A
symbol was assigned for our securities so that our securities may be quoted for
trading on the OTCBB under symbol DTST. No trades have occurred through
the date of this Report. There can be no assurance that a liquid market for our
securities will ever develop. Transfer of our common stock may also be
restricted under the securities or blue sky laws of various states and foreign
jurisdictions. Consequently, investors may not be able to liquidate their
investments and should be prepared to hold the common stock for an indefinite
period of time.
Holders
of Our Common Stock
As of
March 31, 2009, we had we had 28 record holders of our Common
Stock.
Stock
Option Grants
As of
March 31, 2009 we granted options to purchase 2,505,864 shares of common
stock.
Registration
Rights
We have
not granted registration rights to the selling shareholders or to any other
persons.
ITEM
6. SELECTED FINANCIAL DATA
Not
applicable.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
Company
Overview
Euro
Trend Inc. was incorporated on March 27, 2007 under the laws of the State of
Nevada intending to commence business operations by distributing high-end
European made designer clothing in mass wholesale and retail markets throughout
Western Europe, Canada and the United States of America. On October 20, 2008 we
completed an exchange transaction pursuant to a Share Exchange Agreement (the
“acquisition”) whereby we acquired all of the outstanding capital stock and
ownership interests of Data Storage Corporation. In exchange we issued
13,357,143 shares of our common and preferred stock to the Data Storage
Shareholders. In addition, in connection with the Acquisition, we
exchanged all of the outstanding Data Storage Corporation stock appreciation
rights for options to purchase our common stock. This transaction was accounted
for as a reverse merger for accounting purposes. Accordingly, Data Storage
Corporation, the accounting acquirer, is regarded as the predecessor
entity.
Data
Storage Corporation derives its revenues from the sale of solutions that provide
businesses protection of critical electronic data. Primarily, these services
consist of email storage and compliance solutions; off site data back up;
continuous data protection; data duplication; high availability replication and
virtual tape libraries for disaster recovery and business continuity. The
Company has Data Centers in Westbury, New York and maintains equipment under a
strategic alliance with Broadsmart a Voip company in Fort Lauderdale, Florida to
provide redundant data protection.
We
service customers from our New York premises which consist of modern offices and
a technology suite adapted to meet the needs of a technology based business. Our
primary role is to provide, maintain and develop the network hub hardware and
software to meet the needs of our customers.
Data
Storage varies its use of resource, technology and work processes to meet the
changing opportunities and challenges presented by the market and the internal
customer requirements.
Results of
Operation
Year
ended December 31, 2008 as compared to December 31, 2007
Net sales. Net
sales for the year ended December 31, 2008 were $629,675, a decrease of $38,497,
or 5.8%, compared to $668,172for the year ended December 31, 2007. The decrease
in sales for is primarily attributable due to industry wide price
compression.
Cost of sales. For the year
ended December 31, 2008, cost of sales increased $6,784 to $346,007. The
increase for the year ended December 31, 2008 is the result of increased
facility costs. The Company's gross margin decreased to 45% for the year ended
December 31, 2008 as compared to 49.2% for the year ended December 31, 2007. The
majority of the company’s cost of sales consist of fixed costs and accordingly
the gross profit decrease is directly attributable to the decline in
sales.
-6-
Operating
Expenses. For the year ended December 31, 2008 operating
expenses were $823,475, an increase of $249,345, or 43.3% as compared to
$574,130 for the year ended December 31, 2007. The increase in operating
expenses for year ended December 31, 2008 is additional professional fees
related to the merger of Euro Trend, Inc. and Data Storage
Corporation. Professional fees for the year ended December 31, 2008
were $300,493 an increase of $217,104 from $83,389 for the year ended December
31, 2007. The increase in professional fees were costs related to our
merger transaction.
Interest
Expense. Interest expense for the year ended December 31, 2008
increased to $3,864 from $0 for the year ended December 31, 2007. For the year
ended December 31, 2008, interest expense was related to a $100,000 line of
credit which was opened January 31, 2008.
Net Income
(Loss). Net loss for the year ended December 31, 2008 was
($537,959) an increase of $293,452 as compared to net loss of ($244,507) for the
year ended December 31, 2007. The decrease in is primarily from an increase in
professional fees related to the merger of Euro Trend, Inc. and Data Storage
Corporation
Liquidity and Capital
Resources
The
Company currently generates its cash flow through operations which it believes
will be sufficient to sustain current level operations for at least the next
twelve months. In 2008 we intend to continue to work to increase our
presence in the marketplace through both organic growth and acquisition of data
storage service provider’s assets.
To the
extent we are successful in growing our business, identifying potential
acquisition targets and negotiating the terms of such acquisition, and the
purchase price includes a cash component, we plan to use our working capital and
the proceeds of any financing to finance such acquisition costs. Our opinion
concerning our liquidity is based on current information. If this information
proves to be inaccurate, or if circumstances change, we may not be able to meet
our liquidity needs.
During
the year ended December 31, 2008 the company’s cash increased $251,258 to
$289,061. The Company issued 51,465 shares of Series A Preferred Stock for a
price of $9.72 for an aggregate purchase price of $500,000 and 92,878 shares of
Common Stock for a price of $8.61 per share and an aggregate purchase price of
$800,000.
The
Company's working capital was $38,809 at December 31, 2008, increasing $15,715,
from $23,094 at December 31, 2007.
Critical Accounting
Policies
Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on
the assets, liabilities, revenue and expense amounts reported. These estimates
can also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition.
We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.
Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ
from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.
Recent
Accounting Pronouncements
In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements.
SFAS No. 157 defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities-an amendment of FASB Statement No. 133” (SFAS 161). SFAS
161 requires enhanced disclosures about an entity’s derivative and hedging
activities and thereby improves the transparency of financial reporting. SFAS
161 is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged.
The adoption of SFAS 161 is not expected to have a material impact on our
financial position, results of operations or cash flows.
-7-
Off Balance Sheet
Transactions
We have
no off-balance sheet arrangements.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
We do not
hold any derivative instruments and do not engage in any hedging
activities.
-8-
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Index
to the Financial Statements
|
Page
|
||
Report
of Independent Registered Public Accounting Firm
|
10
|
||
Consolidated
Balance Sheets
|
11
|
||
Consolidated
Statements of Operations
|
12
|
||
Consolidated
Statements of Cash Flows
|
13
|
||
Consolidated
Statements of Stockholders' Equity
|
14
|
||
Notes
to Consolidated Financial Statements
|
15-21
|
-9-
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and
Stockholders
of Data Storage Corporation
We have
audited the accompanying balance sheets of Data Storage Corporation as of
December 31, 2008 and 2007 and the related statements of operations,
stockholders’ equity, and cash flows for each of the years then ended. Data
Storage Corporation’s management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Data Storage Corporation as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
/s/
Rosenberg Rich Baker Berman & Company
Bridgewater,
NJ
March 29,
2009
-10-
DATA
STORAGE CORPORATION AND SUBSIDIARY
|
CONSOLIDATED
BALANCE SHEETS
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 289,061 | $ | 37,803 | ||||
Accounts
receivable (less allowance for doubtful
|
||||||||
accounts
of $44,800 in 2008 and $1,000 in 2007)
|
53,367 | 34,885 | ||||||
Total
Current Assets
|
342,428 | 72,688 | ||||||
Property
and Equipment:
|
||||||||
Property
and equipment
|
1,115,984 | 1,052,116 | ||||||
Less—Accumulated
depreciation
|
(793,110 | ) | (673,764 | ) | ||||
Net
Property and Equipment
|
322,874 | 378,352 | ||||||
Other
Assets:
|
||||||||
Other assets
|
13,469 | 443 | ||||||
Intangible
Asset – Customer list
|
175,528 | - | ||||||
Employee
loan
|
23,000 | 18,000 | ||||||
Total
Other Assets
|
211,997 | 18,443 | ||||||
Total
Assets
|
877,299 | 469,483 | ||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable
|
72,037 | 47,809 | ||||||
Accrued
expenses
|
10,063 | 1,785 | ||||||
Credit
line payable
|
99,970 | - | ||||||
Due
to related party
|
18,000 | - | ||||||
Due
to NovaStor, Inc.
|
58,509 | - | ||||||
Dividend
payable
|
25,000 | - | ||||||
Due
to officer
|
7,250 | - | ||||||
Deferred
revenue
|
12,790 | - | ||||||
Total
Current Liabilities
|
303,619 | 49,594 | ||||||
Due
to officer
|
1,836,097 | |||||||
Total
Long Term Liabilities
|
- | 1,836,097 | ||||||
Commitments
and contingencies
|
- | - | ||||||
Stockholders’
Equity (Deficit):
|
||||||||
Preferred
Stock, $.001 par value; 10,000,000 shares
authorized; 1,401,786
|
1,402 | - | ||||||
and
0 shares issued and outstanding in 2008 and 2007
respectively
|
||||||||
Common
stock, par value $0.001; 250,000,000 shares authorized;
|
12,473 | 28 | ||||||
12,473,214and
28,359 shares issued and outstanding in 2008 and 2007
respectively
|
||||||||
Additional
paid in capital
|
4,352,966 | 1,813,966 | ||||||
Accumulated
deficit
|
(3,793,161 | ) | (3,230,202 | ) | ||||
Total
Stockholders' Equity (Deficit)
|
573,680 | (1,416,208 | ) | |||||
Total
Liabilities and Stockholders' Equity (Deficit)
|
$ | 877,299 | $ | 469,483 |
The
accompanying notes are an integral part of these consolidated financial
statements
-11-
DATA
STORAGE CORPORATION AND SUBSIDIARY
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
Year
Ended December 31,
|
||||||||
2008
|
2007
|
|||||||
Sales
|
$
|
629,675
|
$
|
668,172
|
||||
Cost
of sales
|
346,007
|
339,223
|
||||||
Gross
Profit
|
283,668
|
328,949
|
||||||
Selling,
general and administrative
|
823,475
|
574,130
|
||||||
Loss
from Operations
|
(539,807)
|
(245,181)
|
||||||
Other
Income (Expense)
|
||||||||
Interest
income
|
5,711
|
674
|
||||||
Interest
expense
|
(3,863)
|
-
|
||||||
Total
Other (Expense)
|
1,848
|
674
|
||||||
Loss
before provision for income taxes
|
(537,959)
|
(244,507)
|
||||||
Provision
for income taxes
|
-
|
-
|
||||||
Net
Loss
|
(537,959)
|
(244,507)
|
||||||
Preferred
Stock Dividend
|
(25,000)
|
-
|
||||||
Net
Loss Available to Common Stockholders
|
$
|
(562,959)
|
$
|
(244,507)
|
||||
Loss
per Share – Basic and Diluted
|
$
|
(.012
|
)
|
$
|
(8.62
|
)
|
||
Weighted
Average Number of Shares - Basic and Diluted
|
4,569,356
|
28,359
|
The accompanying notes are an integral part of these consolidated financial statements
-12-
DATA
STORAGE CORPORATION AND SUBSIDIARY
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
Year
Ended December 31,
|
||||||||
2008
|
2007
|
|||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
loss
|
$
|
(537,959)
|
$
|
(244,507)
|
||||
Adjustments
to reconcile net income to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
119,789
|
120,132
|
||||||
Allowance
for doubtful accounts
|
43,800
|
-
|
||||||
Stock
based compensation
|
51,823
|
-
|
||||||
Changes
in Assets and Liabilities:
|
||||||||
Accounts
receivable
|
(62,282)
|
(15,896)
|
||||||
Employee
loan
|
(5,000)
|
-
|
||||||
Other
assets
|
(13,469)
|
458
|
||||||
Accounts
payable
|
24,229
|
15,671
|
||||||
Accrued
expenses
|
8,278
|
-
|
||||||
Deferred
revenue
|
12,790
|
-
|
||||||
Due
to related party
|
18,000
|
-
|
||||||
Net
Cash Used in Operating Activities
|
(340,001)
|
(124,142)
|
||||||
Cash
Flows from Investing Activities:
|
||||||||
Cash
paid for equipment
|
(63,868)
|
(159,187)
|
||||||
Cash
paid for customer list
|
(117,019)
|
-
|
||||||
Net
Cash Used in Investing Activities
|
(180,887)
|
(159,187)
|
||||||
Cash
Flows from Financing Activities:
|
||||||||
Advances
from credit line
|
99,970
|
-
|
||||||
Advances
from officer
|
7,250
|
297,508
|
||||||
Cash
paid in connection with reverse merger
|
(635,074
|
)
|
-
|
|||||
Capital
Stock Issuance
|
1,300,000
|
-
|
||||||
Net
Cash Provided by Financing Activities
|
772,146
|
297,508
|
||||||
Increase
in Cash and Cash Equivalents
|
251,258
|
14,179
|
||||||
Cash
and Cash Equivalents, Beginning of Year
|
37,803
|
23,624
|
||||||
Cash
and Cash Equivalents, End of Year
|
$
|
289,061
|
$
|
37,803
|
||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||
Cash
paid for interest
|
$
|
3,863
|
$
|
-
|
||||
Cash
paid for income taxes
|
$
|
-
|
$
|
-
|
||||
Noncash
Investing and Financing Activities:
|
||||||||
Accrual
of Preferred Stock Dividend
|
|
$
|
25,000
|
$
|
-
|
|||
Due
to Novastor, Inc. for purchase of customer list
|
$
|
58,509
|
$
|
-
|
||||
Conversion
of officer debt for common stock
|
$
|
1,836,097
|
$
|
-
|
The
accompanying notes are an integral part of these consolidated financial
statements
-13-
DATA
STORAGE CORPORATION AND SUBSIDIARY
|
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
|
Additional
|
||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Deficit
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||
Balance
January 1, 2007
|
- | $ | - | 28,359 | $ | 28 | $ | 1,813,996 | $ | (2,985,695 | ) | $ | (1,171,701 | ) | ||||||||||||||
Net
Loss
|
- | - | - | - | - | (244,507 | ) | (244,507 | ) | |||||||||||||||||||
Balance
December 31, 2007
|
- | - | 28,359 | 28 | 1,813,996 | (3,230,202 | ) | (1,416,208 | ) | |||||||||||||||||||
Preferred
stock issued
|
||||||||||||||||||||||||||||
in
private placement
|
51,465 | 51 | - | - | 499,949 | - | 500,000 | |||||||||||||||||||||
Common
stock issued
|
||||||||||||||||||||||||||||
in
private placement
|
- | - | 92,878 | 93 | 799,907 | - | 800,000 | |||||||||||||||||||||
Officer
Debt Conversion
|
- | - | 317,690 | 318 | 1,835,779 | - | 1,836,097 | |||||||||||||||||||||
Effect
of reverse merger
|
||||||||||||||||||||||||||||
and
recapitalization
|
1,350,321 | 1,351 | 12,034,287 | 12,034 | (648,458 | ) | - | (635,073 | ) | |||||||||||||||||||
Stock
based compensation
|
- | - | - | - | 51,823 | - | 51,823 | |||||||||||||||||||||
Net
loss
|
- | - | - | - | - | (537,959 | ) | (537,959 | ) | |||||||||||||||||||
Preferred
Stock Dividend
|
- | - | - | - | - | (25,000 | ) | (25,000 | ) | |||||||||||||||||||
Balance
December 31, 2008
|
1,401,786 | $ | 1,402 | 12,473,214 | $ | 12,473 | $ | 4,352,966 | $ | (3,793,161 | ) | $ | 573,680 |
The
accompanying notes are an integral part of these consolidated financial
statements
-14-
DATA
STORAGE CORPORATION AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS
ENDED DECEMBER 31, 2008 AND 2007
Note
1 Basis of presentation, organization and other matters
On
October 20, 2008, Euro Trend Inc. ("Euro Trend") acquired all of the outstanding
capital stock of Data Storage Corporation (“Data Storage”). Data Storage became
a wholly owned subsidiary of Euro Trend. On January 6, 2009 Euro Trend, Inc.
filed with the state of Nevada changing its name to Data Storage Corporation.
The business of Data Storage was the only business of Euro Trend after the
acquisition.
Data
Storage Corporation was incorporated in Delaware on August 29, 2001. Data
Storage Corporation is a provider of data backup services. The Company
specializes in secure disk-to-disk data backup and restoration solutions for
disaster recovery, business continuity, and regulatory compliance.
Data
Storage Corporation derives its revenues from the sale of solutions that provide
businesses protection of critical electronic data. Primarily, these services
consist of email storage and compliance solutions; off site data back up;
continuous data protection; data duplication; high availability replication and
virtual tape libraries for disaster recovery and business continuity. The
Company has Data Centers in Westbury, New York and maintains equipment under a
strategic alliance with Broadsmart a Voip company in Fort Lauderdale,
Florida to provide redundant data protection.
The
Company accounted for the acquisition as a recapitalization. The
recapitalization was the merger of a private operating company (Data Storage)
into a public corporation (Euro Trend) with nominal net assets and as such
is treated as a capital transaction, rather than a business combination. As a
result no Goodwill is recorded. The transaction is the equivalent to the
issuance of stock by the private company for the net monetary assets of the
shell corporation. The pre acquisition financial statements of Data Storage are
treated as the historical financial statements of the consolidated
companies.
The
consolidated balance sheets, statements of operations and footnotes have been
revised to show the effect on the outstanding shares resulting from the
acquisition. The effect on the outstanding shares is based on the 3.89 common
shares of Euro Trend for every one share of Data Storage’s common stock. In
addition, where required all share amounts have been revised to reflect the 3.89
common shares of Euro Trend for every one share of Data Storage’s common
stock.
Liquidity
The
financial statements have been prepared using accounting principles generally
accepted in the United States of America applicable for a going concern, which
assumes that the Company will realize its assets and discharge its liabilities
in the ordinary course of business. For the year ended December 31, 2008, the
Company has generated revenues of $629,675 but has incurred a net loss of
$537,959. Its ability to continue as a going concern is dependent upon achieving
sales growth, reduction of operation expenses and ability of the Company to
obtain the necessary financing to meet its obligations and pay its liabilities
arising from normal business operations when they come due, and upon profitable
operations. The Company has been funded by the CEO and majority
shareholder since inception. It is the intention of Charles Piluso to
continue to fund the Company on an as needed basis.
Stock
Based Compensation
The
Company follows the requirements of SFAS 123(R), Share Based Payments with
regard to stock-based compensation issued to employees. The Company has
various employment agreements and consulting arrangements that call for stock to
be awarded to the employees and consultants at various times as compensation and
periodic bonuses. The expense for this stock based compensation is equal to the
fair value of the stock that was determined by using the closing trading price
on the day the stock was awarded multiplied by the number of shares
awarded.
Note 2 Summary of
Significant Accounting Policies
Cash, cash
equivalents and short-term investments
The
Company considers all highly liquid investments with an original maturity or
remaining maturity at the time of purchase, of three months or less to be cash
equivalents.
-15-
Concentration
of credit risk and other risks and uncertainties
Financial
instruments and assets subjecting the Company to concentration of credit risk
consist primarily of cash and cash equivalents, short-term investments and trade
accounts receivable. The Company's cash and cash equivalents are maintained at
major U.S. financial institutions. Deposits in these institutions may exceed the
amount of insurance provided on such deposits.
The
Company's customers are primarily concentrated in the United States. The Company
performs ongoing credit evaluations and establishes an allowance for doubtful
accounts based upon factors surrounding the credit risk of customers, historical
trends and other information.
Accounts
Receivable/Allowance for
Doubtful Accounts
The
Company sells its services to customers on an open credit basis. Accounts
receivable are uncollateralized, non-interest-bearing customer
obligations. Accounts receivables are due within 30 days. The
allowance for doubtful accounts reflects the estimated accounts receivable that
will not be collected due to credit losses and and allowances. Provisions for
estimated uncollectible accounts receivable are made for individual accounts
based upon specific facts and circumstances including criteria such as their
age, amount, and customer standing. Provisions are also made for other accounts
receivable not specifically reviewed based upon historical
experience.
Property
and Equipment
Property
and equipment is recorded at cost and depreciated over their estimated useful
lives or the term of the lease using the straight-line method for financial
statement purposes. Estimated useful lives in years for depreciation are 5 to 7
years for property and equipment. Additions, betterments and replacements are
capitalized, while expenditures for repairs and maintenance are charged to
operations when incurred. As units of property are sold or retired, the related
cost and accumulated depreciation are removed from the accounts, and any
resulting gain or loss is recognized in income.
Income
Taxes
Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. At
December 31, 2008, the Company had a full valuation allowance against its
deferred tax assets.
Estimated
Fair Value of Financial Instruments
The
Company's financial instruments include cash, accounts receivable, accounts
payable, line of credit and due to related parties. Management believes the
estimated fair value these accounts at December 31, 2008 approximate their
carrying value as reflected in the balance sheets due to the short-term nature
of these instruments or the use of market interest rates for debt
instruments.
Use of
Estimates
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles 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 these estimates.
Revenue
Recognition
The
Company’s revenues consist principally of storage revenues. Storage revenues
consist of monthly charges related to the storage of materials or data
(generally on a per unit basis). Sales are generally recorded in the
month the service is provided. For customers who are billed on an
annual basis, deferred revenue is recorded and amortized over the life of the
contract.
Advertising
Costs
The
Company expenses the costs associated with advertising as they are incurred.
The Company incurred $32,477 and $26,121 for advertising costs for the
years ended December 31, 2008 and 2007, respectively.
-16-
Net
Income (Loss) per Common Share
In
accordance with SFAS No. 128, "Earnings Per Share," Basic income (loss) per
share is computed by dividing net income (loss) by the weighted average number
of shares of common stock outstanding during the period. Diluted earnings per
share is computed by dividing net income (loss) adjusted for income or loss that
would result from the assumed conversion of potential common shares from
contracts that may be settled in stock or cash by the weighted average number of
shares of common stock, common stock equivalents and potentially dilutive
securities outstanding during each period. The inclusion of the potential common
shares to be issued have an anti-dilutive effect on diluted loss per share
because under the treasury stock method the average market price of the
Company's common stock was less than the exercise prices of the warrants, and
therefore they are not included in the calculation. Potentially
dilutive securities at December 31, 2008 include 30,304 warrants and 2,505,864
options.
Recently
Issued and Newly Adopted Accounting Pronouncements
In March
2008, the FASB, issued SFAS No. 161, Disclosures About Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No. 133
, (“SFAS 161”). SFAS 161 enhances the disclosure requirements for an
entity’s derivative instruments and hedging activities. It is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. Since SFAS 161
requires additional disclosures concerning derivatives and hedging activities,
the adoption of SFAS 161 will not have a material impact on the Company’s
consolidated financial position, results of operations or cash
flows.
In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS
141R”). SFAS 141R requires the acquiring entity in a business combination to
recognize all (and only) assets acquired and liabilities assumed in the
transaction; establishes the acquisition date fair value as the measurement
objective for all assets acquired and liabilities assumed; and requires the
acquirer to disclose to investors and other users all of the information they
need to evaluate and understand the nature and financial effect of the business
combination. SFAS 141R is effective for fiscal years beginning on or after
December 15, 2008. The adoption of SFAS 141R will not have a material
impact on the Company’s financial condition, results of operations or cash
flows.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements (“SFAS 160”). SFAS 160 states that a
noncontrolling interest, sometimes called a minority interest, in a subsidiary
is an ownership interest in the consolidated entity that should be reported as
equity, but separate from stockholders’ equity, in the consolidated financial
statements. Currently, companies report noncontrolling interests as a liability
or in the mezzanine section between liabilities and equity. SFAS 160 also
requires disclosure on the face of the statement of operations of those amounts
of consolidated net income attributable to both parent and noncontrolling
interest. Prior to the adoption of SFAS 160, noncontrolling interest will
continue to be reported as a deduction in arriving at consolidated net income.
The adoption of SFAS 160 will not have a material impact on the Company’s
consolidated financial position, results of operations or cash
flows.
In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities- Including an amendment of FASB Statement
No. 115 (“SFAS 159”). SFAS 159 permits entities to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. Unrealized gains and losses on
items for which the fair value option has been elected are reported in earnings.
SFAS 159 does not affect any existing accounting literature that requires
certain assets and liabilities to be carried at fair value. The adoption of SFAS
159 on January 1, 2008 did not have a material impact on the Company’s
consolidated financial condition, results of operations or cash
flows
-17-
Note 3 Property and
Equipment
Property
and equipment, at cost, consist of the following:
December
31,
|
||||||||
2007
|
2006
|
|||||||
Storage
equipment
|
$ | 766,646 | $ | 741,176 | ||||
Website
and software
|
150,208 | 150,208 | ||||||
Furniture
and fixtures
|
22,837 | 22,837 | ||||||
Computer
hardware and software
|
75,498 | 75,498 | ||||||
Data Center
|
100,795 | 62,397 | ||||||
1,115,984 | 1,052,116 | |||||||
Less:
Accumulated depreciation
|
793,110 | 673,764 | ||||||
Net
property and equipment
|
$ | 322,874 | $ | 378,352 |
Depreciation
expense for the years ended December 31, 2008 and 2007 was $119,789 and
$120,032, respectively.
Note
4 Intangible Asset – Customer list
Costs
incurred in connection with obtaining customer lists have been capitalized and
are being amortized using the straight line method over a fifteen year
life. The Company’s intangible assets consisted of the following at
December 31, 2008 and 2007:
2008
|
2007
|
|||||||
Customer
lists
|
$ | 285,607 | $ | 110,079 | ||||
Accumulated
amortization
|
(110,079 | ) | (109,636 | ) | ||||
Net
Cost
|
$ | 175,528 | $ | 443 |
Amortization
expense for the year ended December 31, 2008 and 2007 were $443 and $102
respectively
Amortization
of the intangible assets for the next five years are as follows:
Years
Ending December 31,
|
Amount
|
|
2009
|
$
11,702
|
|
2010
|
$
11,702
|
|
2011
|
$
11,702
|
|
2012
|
$
11,702
|
|
2013
|
$
11,702
|
Note
5 Commitments and Contingencies
Revolving
Credit Facility
On
January 31, 2008 the Company entered into a revolving credit line with a bank.
The credit facility provides for $100,000 at prime plus .5%, 3.75% at December
31, 2008, and is secured by all assets of the Company and personally guaranteed
by the Company’s principal shareholder. As of December 31, 2008, the Company
owed $99,970 under this agreement.
Note 6 Stockholders’
Equity
Capital
Stock
The
Company has 260,000,000 shares of capital stock authorized, consisting of
250,000,000 shares of Common Stock, par value $0.001, 10,000,000 shares of
Series A Preferred Stock, par value $0.001 per share.
Preferred
Stock
Liquidation
preference
Upon any
liquidation, dissolution, or winding up of the Corporation, whether voluntary or
involuntary, before any distribution or payment shall be made to the holders of
any Common Stock, the holders of Series A Preferred Stock shall be entitled to
be paid out of the assets of the Corporation legally available for distribution
to stockholders, for each share of Series A Preferred Stock held by such holder,
an amount per share of Series A Preferred Stock equal to the Original Issue
Price for such share of Series A Preferred Stock plus all accrued and unpaid
dividends on such share of Series A Preferred Stock as of the date of the
Liquidation Event.
-18-
Conversion
The
number of shares of Common Stock to which a share of Series A Preferred Stock
may be converted shall be the product obtained by dividing the Original Issue
Price of such share of Series A Preferred Stock by the then-effective Conversion
Price (as defined below) for such share of Series A Preferred Stock. The
conversion price for the Series A Preferred Stock shall initially be equal to
$1.39 and shall be adjusted from time to time.
Voting
Each
holder of shares of Series A Preferred Stock shall be entitled to the number of
votes, upon any meeting of the stockholders of the Corporation (or action taken
by written consent in lieu of any such meeting) equal to the number of shares of
Class B Common Stock into which such shares of Series A Preferred Stock could be
converted
Dividends
Each
share of Series A Preferred Stock, in preference to the holders of all Common
Stock (as defined below), shall entitle its holder to receive, but only out of
funds that are legally available therefore, cash dividends at the rate of ten
percent (10%) per
annum from the Original Issue Date on the Original Issue Price for such share of
Series A Preferred Stock, compounding annually unless paid by the
Corporation.
Stock
Issuances
During
the year ended December 31, 2008, the Company issued 317,690 shares of the
Common Stock in exchange for $1,836,097 of debt due to the Chief Executive
Officer of the Company.
During
the year ended December 31, 2008, an aggregate of 51,465 shares of Preferred
Stock and 92,878 shares of Common Stock were issued in private placement for an
aggregate of $1,300,000.
Common
Stock Options / Stock Appreciation Plan
Data
Storage established a stock appreciation plan to enable the Company to attract
and retain employees to assist in increasing its value.
On the
date of grants the board of directors assigned a value of $200,000 to the
company for use as a base in calculating future stock appreciation under the
plan. As of December 31, 2008, Data Storage granted 2,200,000 units of stock
appreciation rights all of which were granted prior to 2006.
On
October 20, 2008, the date of the Acquisition, The Company adopted the 2008
Equity Incentive Plan (the “plan”) and exchanged the outstanding vested units
for options under the plan. Under the exchange agreement, 2,200,000 units of
stock appreciation rights were exchanged for options to purchase 2,505,864
shares of common stock exercisable at $0.14.
A summary
of the Company's option activity and related information follows:
Number
of Shares Under Warrant
|
Range
of
Warrant
Price
Per
Share
|
Weighted
Average Exercise Price
|
||||||||||
Balance
at December 31, 2006
|
-0- | $ | -0- | $ | -0- | |||||||
Granted
|
-0- | -0- | -0- | |||||||||
Exercised
|
-0- | -0- | -0- | |||||||||
Cancelled
|
-0- | -0- | -0- | |||||||||
Balance
at December 31, 2007
|
-0- | -0- | -0- | |||||||||
Granted
|
2,505,864 | 0.14 | 0.14 | |||||||||
Exercised
|
-0- | -0- | -0- | |||||||||
Cancelled
|
-0- | -0- | -0- | |||||||||
Balance
at December 31, 2008
|
2,505,864 | $ | 0.14 | $ | 0.14 |
Share-based
compensation expense for options totaling $44,000 were recognized in our results
for the years ended December 31, 2008 is based on awards vested and the Company
estimated no forfeitures. SFAS 123(R) requires forfeitures to be estimated
at the time of grant and revised in subsequent periods if actual forfeitures
differ from the estimates. The options were valued at the grant date at
$0.018.
-19-
Common
Stock Warrants
On
October 28, 2008 the Company issued warrants to purchase 30,204 shares of its
common stock at $0.28 to consultants in exchange for services.
A summary
of the Company's warrants activity and related information follows:
Number
of Shares Under Warrant
|
Range
of
Warrant
Price
Per
Share
|
Weighted
Average Exercise Price
|
||||||||||
Balance
at December 31, 2006
|
-0- | $ | -0- | $ | -0- | |||||||
Granted
|
-0- | -0- | -0- | |||||||||
Exercised
|
-0- | -0- | -0- | |||||||||
Cancelled
|
-0- | -0- | -0- | |||||||||
Balance
at December 31, 2007
|
-0- | -0- | -0- | |||||||||
Granted
|
30,204 | 0.28 | 0.28 | |||||||||
Exercised
|
-0- | -0- | -0- | |||||||||
Cancelled
|
-0- | -0- | -0- | |||||||||
Balance
at December 31, 2008
|
30,204 | $ | 0.28 | $ | 0.28 |
The
valuation methodology used to determine the fair value of the warrants issued
during the year was the Black-Scholes option-pricing model, an acceptable model
in accordance with SFAS 123(R), Share Based Payments. The Black-Scholes
model requires the use of a number of assumptions including volatility of the
stock price, the weighted average risk-free interest rate, and the weighted
average expected life of the warrants.
The
risk-free interest rate assumption is based upon observed interest rates on zero
coupon U.S. Treasury bonds whose maturity period is appropriate for the term of
the Warrants and is calculated by using the average daily historical stock
prices through the day preceding the grant date.
Estimated
volatility is a measure of the amount by which the Company’s stock price is
expected to fluctuate each year during the expected life of the award. The
Company’s estimated volatility is an average of the historical volatility of
peer entities whose stock prices were publicly available. The Company’s
calculation of estimated volatility is based on historical stock prices of these
peer entities over a period equal to the expected life of the awards. The
Company uses the historical volatility of peer entities due to the lack of
sufficient historical data of its stock price.
Share-based
compensation expense for warrants totaling $7,823 were recognized in our results
for the years ended December 31, 2008 is based on awards vested and the Company
estimated no forfeitures. SFAS 123(R) requires forfeitures to be estimated
at the time of grant and revised in subsequent periods if actual forfeitures
differ from the estimates.
The
weighted average fair value of warrants granted and the assumptions used in the
Black-Scholes model during the year ended December 31, 2008 are set forth in the
table below.
2008
|
||||
Weighted
average fair value of warrants granted
|
$ | 0.28 | ||
Risk-free
interest rate
|
2.82 | % | ||
Volatility
|
100 | % | ||
Expected
life (years)
|
5 | |||
Dividend
yield
|
0.00 | % |
Note
7 Related Party Transactions
Due to
related party represents 2008 rent accrued to the Chief Executive Officer of the
company for the New York Data Center. The rent expense for
the data center is $1,500 per month.
On July
7, the Chief Executive Officer of Data Storage Corporation converted debt of
$1,836,097 in exchange for 2,223,830 shares of common stock.
-20-
Note
8 Income Taxes
The
components of the provision (benefit) for income taxes are as
follows:
Years
Ended December 31,
|
||||||||
2008
|
2007
|
|||||||
CURRENT
|
||||||||
Federal
|
$ | -0- | $ | -0- | ||||
State
|
-0- | -0- | ||||||
Total
current tax provision
|
-0- | -0- | ||||||
DEFERRED
|
||||||||
Federal
|
-0- | -0- | ||||||
State
|
-0- | -0- | ||||||
Total
deferred tax benefit
|
-0- | -0- | ||||||
Total
tax provision (benefit)
|
$ | -0- | $ | -0- | ||||
Temporary
differences:
|
||||||||
Deferred
Tax Assets:
|
||||||||
Net
operating loss carry-forward
|
$ | (146,450 | ) | $ | (-0- | ) | ||
Less:
valuation allowance
|
146,450 | -0- | ||||||
Deferred
tax assets
|
-0- | -0- | ||||||
Deferred
tax liabilities
|
-0- | -0- | ||||||
Net
deferred tax asset
|
$ | -0- | $ | -0- |
The
Company had federal and state net operating tax loss carry-forward of
approximately $366,125 as of December 31, 2008. The tax loss
carry-forwards are available to offset future taxable income with the federal
and state carry-forwards beginning to expire in 2028.
In 2008,
net deferred tax assets did not change due to the full allowance. The
Gross amount of the asset is entirely due to the Net operating loss carry
forward. The realization of the tax benefits is subject to the
sufficiency of taxable income in future years. The combined deferred
tax assets represent the amounts expected to be realized before
expiration.
The
Company periodically assesses the likelihood that it will be able to recover its
deferred tax assets. The Company considers all available evidence,
both positive and negative, including historical levels of income, expectations
and risks associated with estimates of future taxable income and ongoing prudent
and feasible profits. As a result of this analysis of all available
evidence, both positive and negative, the Company concluded that it is more
likely than not that its net deferred tax assets will ultimately be recovered
and, accordingly, no valuation allowance was recorded as of December 31,
2008.
The
difference between the expected income tax expense (benefit) and the actual tax
expense (benefit) computed by using the Federal statutory rate of 34% is as
follows:
Year
Ended December 31,
|
||||||||
2008
|
2007
|
|||||||
Expected
income tax benefit (loss) at statutory rate of 34%
|
$ | 124,483 | $ | -0- | ||||
State
and local tax benefit, net of federal
|
21,968 | -0- | ||||||
Change
in valuation account
|
(146,450 | ) | (-0- | ) | ||||
Income
tax expense (benefit)
|
$ | -0- | $ | -0- |
Note
9 Subsequent Events
On
January 7, 2009, our stockholders approved a one-for-seven reverse stock
split, which became effective on January 27, 2009. All references to share and
per-share data for all periods presented in this report have been adjusted to
give effect to this reverse split.
-21-
ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Our
accountant is Rosenberg Rich Baker Berman & Company independent certified
public accountants. We do not presently intend to change accountants. At no time
have there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of disclosure controls and procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of November 31, 2008. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules based on the material weakness described
below:
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act. The Company’s internal control over financial reporting
is designed to provide reasonable assurance to the Company’s management and
Board of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company, (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with US GAAP and that receipts and expenditures are being made only
in accordance with authorizations of management and directors of the company,
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission. Management’s assessment included an evaluation of the
design of our internal control over financial reporting and testing of the
operational effectiveness of our internal control over financial
reporting. Based on this evaluation, management has determined that
as of December 31,2008, there were material weaknesses in our internal control
over financial reporting. The material weaknesses identified during
management’s assessment were (i) a lack of sufficient internal accounting
expertise to provide reasonable assurance that our financial statements and
notes thereto, are prepared in accordance with generally accepted accounting
principles (GAAP) and (ii) a lack of segregation of duties to ensure adequate
review of financial statement preparation. In light of these material
weaknesses, management has concluded that, as of December 31, 2008, we did not
maintain effective internal control over financial reporting. As defined
by the Public Company Accounting Oversight Board Auditing Standard No. 5, a
material weakness is a deficiency or a combination of deficiencies, such that
there is a reasonable possibility that a material misstatement of the annual or
interim financial statements will not be prevented or detected. In order
to ensure the effectiveness of our disclosure controls in the future we intend
on adding financial staff resources to our accounting and finance
department.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management’s report in this
Annual Report.
-22-
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The
following table sets forth the names, ages, and positions of our new executive
officers and directors as of the Closing Date. Executive officers are elected
annually by our Board of Directors. Each executive officer holds his office
until he resigns, is removed by the Board, or his successor is elected and
qualified. Directors are elected annually by our stockholders at the annual
meeting. Each director holds his office until his successor is elected and
qualified or his earlier resignation or removal.
NAME
|
AGE
|
POSITION
|
Charles
M. Piluso
|
55
|
President,
Chief Executive Officer, Chief Financial Officer, Principal Accounting
Officer, Chairman of the Board and Treasurer
|
Jason
Nocco
|
29
|
Secretary
|
Lawrence
A. Maglione
|
47
|
Director
|
Richard
P. Rebetti, Jr.
|
42
|
Director
|
John
Argen
|
54
|
Director
|
Joseph
B. Hoffman
|
51
|
Director
|
Jan
Burman
|
56
|
Director
|
Biagio
Civale
|
73
|
Director
|
Charles M. Piluso,
President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Chairman of the Board and Treasurer
Prior to
Data Storage Corporation, Mr. Piluso founded North American Telecommunication
Corporation; facilities based Competitive Local Exchange Carrier licensed by the
Public Service Commission in ten states, serving as the company's Chairman and
President from 1997 to 2000. Between 1990 and 1997, Mr. Piluso served as
Chairman & founder of International Telecommunications Corporation, a
facilities-based international carrier licensed by the Federal Communications
Commission.
Founded
International Telecommunications Corporation in 1990 and grew from two employees
to 135 employees with $170 million in revenues by 1997. The company had
operations, agreements and partnerships in many countries including Russia,
Ukraine, Jordan, Israel, United Kingdom, Dominican Republic, Chile and Canada.
During his tenure, Mr. Piluso grew the company to the fifth largest
international facilities based carrier in the USA within five
years. In 1995 Mr. Piluso sold an interest to Ronald Lauder’s Venture
Group and then finally cashed out in 1997 to a Latin America Group.
Mr.
Piluso's career in the telecommunications industry began in 1978 when he joined
ITT Corporation's Telephone Equipment Division. Over the years, Mr. Piluso was
promoted from Sales to Sales Management, Marketing and Business Development in
their Long Distance Division until 1984. He left ITT to become the General
Manager of the New York region for United Technologies Corporation’s telephone
unit.
Mr.
Piluso graduated from St. John's University in 1976 with a Bachelor's Degree,
received a Master's of Arts in Political Science and Public Administration, and
earned a Masters of Business Administration in May 1986. Mr. Piluso was an
Instructor Professor at St. John's University from 1986 through 1988 in the
College of Business. Member of the Board of Trustees: Molloy College;
Member of the Board of Governors: Saint John’s University; and, received the
2001 Outstanding Alumni Award: Saint John’s University.
Jason Nocco,
Secretary
Mr. Nocco
joined Data Storage Corporation in 2001 and was promoted to Secretary in 2008.
Mr. Nocco is responsible for Data Storage Corporation's Information Technology
including Data Center Management, Technical Support Group, Client Installation,
Channel Partner Support and Client Help Desk. Prior to Data Storage
Corporation, Mr. Nocco was employed by Cablevision Systems Corporation and The
Dime Bank. Mr. Nocco holds a Bachelors of Science in Computer Technology and
Networking from State University of New York and is also a graduate of the
Executive Master’s in Business Administration degree program at the Zicklin
School of Business at CUNY Baruch College.
Lawrence A. Maglione,
Director
Mr.
Maglione is a partner in the accounting firm Eisner & Maglione CPAs,
LLC. Mr. Maglione, a co-founder of Data Storage Corporation, is a
financial management veteran with more than 24 years of experience. Prior to
joining Data Storage Corporation Mr. Maglione was a co-founder of North American
Telecommunications Corporation, a local phone service provider which provides
local and long distance telephone services and data connectivity to small and
medium sized businesses.
-23-
At North
American Telecommunications Corporation Mr. Maglione was Chief Financial
Officer, Executive Vice President and was responsible for all finance, legal and
administration. During his tenor Mr. Maglione successfully raised over $100
million in debt and equity funding for North American Telecommunications
Corporation.
Prior to
North American Telecommunications Corporation Mr. Maglione spent over 14 years
in public accounting and he brings a broad range of experience related to
companies in the technology, retail services and manufacturing
industries.
Mr.
Maglione is a member of the American Institute of Certified Public Accountants
and the New York State Society of CPAs. He holds a Bachelor of Science degree in
Accounting; a Master’s of Science in Taxation and is a Certified Public
Accountant.
Richard P. Rebetti Jr.,
Director
Prior to
working for Data Storage Corporation, Mr. Rebetti was a co-founder of North
American Telecommunications Corporation, where he worked from December of 1997
through February of 2001. North American Telecom is a competitive local exchange
carrier offering local, long distance and data services to small and medium size
businesses.
Mr.
Rebetti was responsible for Systems and Technology, which included, Information
Systems, Internet services, service delivery and Operational Support Systems.
During the initial two years he was also responsible for billing, corporate
marketing and client care.
Prior to
working for North American Telecommunications Corporation, Mr. Rebetti worked
for RSL COM, U.S.A., Inc., formally International Telecommunications Corporation
(ITC). He was a co-founder of ITC in May of 1990. During his first 5 years at
ITC, he was responsible for setting up and managing the accounting, billing and
M.I.S. departments. During his last year and a half at RSL COM, U.S.A., Inc. he
was President of RSL Com PriceCall, Inc. RSL Com PriceCall was the enhanced
services division of RSL COM, U.S.A., Inc. During his tenure as President of
PrimeCall, annual revenue went from $4,000,000 in 1995 to $40,000,000 in
1997.
Mr.
Rebetti has a Bachelors of Science Degree in Finance and an Advanced
Professional Certificate in Accounting from St. John's University, New York, as
well as a Masters of Business Administration in Management from City University
of New York, Baruch College.
John Argen,
Director
John
Argen is a Business Consultant and Developer specializing in the information
technology, telecommunications and construction industries. He is a seasoned
professional that brings 30 years of experience and entrepreneurial success from
working with small business owners to Fortune 500 firms.
From 1992
to 2003, John Argen was the CEO and founder of DCC Systems, a privately held
nationwide Technology Design / Build Construction Development and Consulting
Solutions firm. Mr. Argen built DCC Systems from the ground up, re-engineering
the firm several times to meet the needs of its clientele and enabled DCC
Systems to produced gross revenues exceeding 100 million dollars in
2000.
John
has been a guest speaker at numerous corporate seminars and industry shows. He
has been featured on NBC’s “Business Now” which accredited his Technology
Construction Management methodology as an innovative process for implementing
high tech projects on time and within budget.
Prior to
DCC Systems Mr. Argen held senior management positions at ITT/Metromedia (15
years) and was VP of Engineering & Operations at DataNet, a Wilcox &
Gibbs company (2 years). Throughout his corporate tenure he has worked in
Operations, Marketing, Systems Engineering, Telecommunications and Information
Technology. In a career that spans 30 years e he has had full responsibility for
technology related and construction projects worth over a billion
dollars.
John
Argen graduated Pace University with a BPS in Finance. His commitment to
continued education is reflected in his completion to over 2000 hours of
corporate sponsored courses. Mr. Argen also holds a Federal Communication
Commission (FCC) Radio Telephone 1st Class
License.
Joseph B.
Hoffman
Mr.
Hoffman, a partner with Kelley Drye & Warren LLP, is a business lawyer with
special focus in telecommunications transactions. Mr. Hoffman's practice
encompasses a wide variety of issues confronting telecom and technology
companies. He advises on purchase and sale of assets and companies as well as
financing transactions, including venture capital, equipment leasing and
institutional, and executive compensation matters.
-24-
He also
represents investment companies, real estate developers, lenders and
thoroughbred industry interests with respect to various corporate, financing,
real estate and tax matters. Mr. Hoffman heads up the Commercial Group in Kelley
Drye & Warren's Tysons Corner, Virginia and Washington offices
Jan
Burman
Since
1978, Jan Burman has brought a unique style and personal sensitivity to the
business of real estate development. He has an insight for spotting hidden
opportunities that lesser-trained eyes overlook. This adds up to consistent
results: value for partners, dividends for investors, and outstanding properties
for tenants and buyers. Among his successes: a divestiture of nearly $140
million in holdings to First Industrial Realty Trust; he conceived and developed
LI’s largest independent “golden age” community to date, The Meadows; he
co-developed The Bristal, a growing family of prestigious Assisted Living
communities; and, over the years, he has collaborated on the purchase and/or
development of over 15 million square feet of property, from Canada to Florida.
Jan, also a CPA, is the founder, past president and chairman of ABLI, the
Association for a Better Long Island, which is an aggressive multi-focus lobby
created to protect the economic needs of Nassau and Suffolk Counties. He is also
a member of the Corporate Advisory Council for the School of Management at
Syracuse University, from where he received his MBA.
Biagio
Civale
Mr.
Civale has a long, successful career in Telecommunications and as a
distinguished Arbitrator with both NASD Regulations, Inc. and the American
Arbitration Association. As an Arbitrator over the past 32 years, he has dealt
with issues surrounding the performance of and adherence to contracts and
relationships and responsibilities between and among Clients and
Stockbrokers.
As Vice
President of Business Development for North American Telecom, Mr. Civale created
new business opportunities and alliances around the globe. As Regional Vice
President for RSLCOM, he planned and implemented an international
Telecommunications network inter-connecting 22 countries on four continents.
And, as VP of International Business Development for International
Telecommunications Corporation, he was directly responsible for obtaining
operating agreements with 24 countries and reached 5th
internationally.
Prior to
International Telecommunications Corporation, Mr. Civale held various General
Management positions with a number of International Business Concerns. Mr.
Civale is fluent in 5 languages, has a degree from the University of Pisa and
has studied Law at the University of Florence. Mr. Civale is also a member of
the Data Storage Corporation Board of Directors.
Term of
Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
Audit
Committee
The
Company does not have an independent audit committee
Family
Relationships
No family
relationships exist among our directors or executive officers.
Involvement in Certain Legal
Proceedings
To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:
•
|
the
subject of any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that
time;
|
•
|
convicted
in a criminal proceeding or is subject to a pending criminal proceeding
(excluding traffic violations and other minor
offenses);
|
•
|
subject
to any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
|
•
|
found
by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities
law.
|
-25-
Compliance with Section
16(A) Of the Exchange Act.
Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2008.
Code of
Ethics
The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
ITEM
11. EXECUTIVE COMPENSATION
Compensation of Executive
Officers
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2008 and 2007 in all capacities for the
accounts of our executives, including the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO):
SUMMARY
COMPENSATION TABLE
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
||||||||||||||||||||||||
Charles
M. Piluso
President,
Chief Executive Officer and Director
|
2008
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
||||||||||||||||||||||
2007
|
$
|
0
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
$
|
0
|
|||||||||||||||||||||||
Jason
Nocco
Secretary
|
2008
|
$
|
96,500
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
||||||||||||||||||||||
2007
|
$
|
79,230
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
79,230
|
|||||||||||||||||||||||
Peter
O’Brien President, Chief Executive Officer, Treasurer, and
Secretary
|
2008
|
$
|
0
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
$
|
0
|
||||||||||||||||||||||
2007
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
Employment
Agreements
We do not
have any employment agreements in place with our sole officer and
director.
Compensation of
Directors
Directors
do not receive any compensation for their services as directors. The Board of
Directors has the authority to fix the compensation of directors. No amounts
have been paid to, or accrued to, directors in such capacity.
-26-
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.
Name
And Address Of
Beneficial
Owner (1)(2)
|
Amount
And Nature Of
Beneficial
Ownership
|
Percent
Of Outstanding
Shares(3)
|
Charles
M. Piluso
|
9,409,229
|
67%
|
Lawrence
M. Maglione, Jr.
|
33,172
|
*%
|
Jan
Burman
|
2,982,523
|
21%
|
Richard
P. Rebetti, Jr.
|
8,172
|
*%
|
Scott
Burman
|
316,350
|
2%
|
David
Burman
|
316,350
|
2%
|
Steve
Krieger
|
316,350
|
2%
|
All
Executive Officers and Directors as a group (4)
|
12,433,096
|
89.6%
|
* Less than
1%
(1) The address for each
person is 875 Merrick Avenue,
Westbury, NY 11590.
(2) Under
the rules of the SEC, a person is deemed to be the beneficial owner of a
security if such person has or shares the power to vote or direct the voting of
such security or the power to dispose or direct the disposition of such
security. A person is also deemed to be a beneficial owner of any securities if
that person has the right to acquire beneficial ownership within 60 days of the
date hereof. Unless otherwise indicated by footnote, the named entities or
individuals have sole voting and investment power with respect to the shares of
common stock beneficially owned.
(3) Based
upon 13,875,011 shares issued and outstanding as of March __, 2009. Unless
otherwise indicated in the footnotes to the above table and subject to community
property laws where applicable, we believe that each shareholder named in the
above table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTION, AND DIRECTOR INDEPENDENCE
None
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES
Audit
Fees
For the
Company’s fiscal years ended December 31, 2008 and 2007, we were billed
approximately $23,000 and $18,500 for professional services rendered for the
audit and review of our financial statements.
Audit Related
Fees
There
were no fees for audit related services for the years ended December 31, 2008
and 2007.
Tax Fees
For the
Company’s fiscal years ended December 31, 2008 and 2007, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
All Other
Fees
The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2008 and
2007.
-27-
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us or our subsidiaries to render any
auditing or permitted non-audit related service, the engagement be:
-approved
by our audit committee; or
-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular service, the audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
Our
entire board of directors pre-approves all services provided by our independent
auditors. The pre-approval process has just been implemented in response to the
new rules. Therefore, our board of directors does not
have records of what percentage of the above fees were
pre-approved. However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
a)
Documents filed as part of this Annual Report
1.
Consolidated Financial Statements
2.
Financial Statement Schedules
3.
Exhibits
Exhibits
# Title
14 Code
of Ethics
31.1
|
Certification
of President, Chief Executive Officer, Chief Financial Officer, Chairman
of the Board of Directors Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
32.1
|
Certification
of President, Chief Executive Officer, Chief Financial Officer, Chairman
of the Board of Directors Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
-28-
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 to be signed on its behalf by
the undersigned, there unto duly authorized.
DATA STORAGE
CORPORATION
By:
|
/s/Charles M.
Piluso
|
President,
Chief Executive Officer
|
Dated
|
March
31, 2009
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Signature
|
Title
|
Date
|
||
/s/
Charles M. Piluso
|
President,
Chief Executive Officer
|
March
31, 2009
|
||
Charles
M. Piluso
|
-29-