Data Storage Corp - Quarter Report: 2009 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
10-Q
_______________
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended March 31, 2009
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition period from
______to______.
DATA
STORAGE CORPORATION
(Exact
name of registrant as specified in Charter)
NEVADA
|
333-148167
|
98-0530147
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification No.)
|
875
Merrick Avenue
Westbury,
NY 11590
(Address
of Principal Executive Offices)
_______________
(212)
564-4922
(Issuer
Telephone number)
______________
(Former
Name or Former Address if Changed Since Last Report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2)has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes o
No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer”
in Rule 12b-2 of the Exchange Act (Check one):
Large
Accelerated Filer o Accelerated
Filer o Non-Accelerated
Filer o Smaller
Reporting Company x
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
Yes oNo x
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of May 20, 2009: 13,875,011 shares of Common Stock.
DATA
STORAGE CORPORATION
FORM
10-Q
March
31, 2009
INDEX
PART
I-- FINANCIAL INFORMATION
Consolidated
Financial Statements
|
|||
Consolidated
Balance Sheets as of March 31, 2009 (unaudited) and December 31,
2008
|
3 | ||
Consolidated
Statements of Operations for the Three Months ended March 31, 2009 and
2008
|
4 | ||
Consolidated
Statements of Cash Flows for the Three Months ended March 31, 2009 and
2008
|
5 | ||
Notes
to Consolidated Financial Statements
|
6 | ||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition
|
8 | |
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
9 | |
Item
4.
|
Control
and Procedures
|
9 |
PART
II-- OTHER INFORMATION
Item
1
|
Legal
Proceedings
|
10 |
Item
1A
|
Risk
Factors
|
10 |
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
10 |
Item
3.
|
Defaults
Upon Senior Securities
|
10 |
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
10 |
Item
5.
|
Other
Information
|
10 |
Item
6.
|
Exhibits
and Reports on Form 8-K
|
10 |
-2-
PART
I – Financial Information
Item 1. Consolidated
Financial Statements
DATA
STORAGE CORPORATION AND SUBSIDIARY
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
March
31, 2009
|
December
31, 2008
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 114,495 | $ | 289,061 | ||||
Accounts
receivable (less allowance for doubtful
|
||||||||
accounts
of $19,800 in 2009 and $48,800 in 2008)
|
71,188 | 53,367 | ||||||
Total
Current Assets
|
185,683 | 342,428 | ||||||
Property
and Equipment:
|
||||||||
Property
and equipment
|
1,118,984 | 1,115,984 | ||||||
Less—Accumulated
depreciation
|
(824,981 | ) | (793,110 | ) | ||||
Net Property and Equipment
|
294,003 | 322,874 | ||||||
Other
Assets:
|
||||||||
Other assets
|
5,616 | 13,469 | ||||||
Intangible
Asset - Acquired Customer Base
|
172,602 | 175,528 | ||||||
Employee
loan
|
23,000 | 23,000 | ||||||
Total
Other Assets
|
201,218 | 211,997 | ||||||
Total
Assets
|
680,904 | 877,299 | ||||||
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable
|
90,869 | 72,037 | ||||||
Accrued
expenses
|
6,619 | 10,063 | ||||||
Credit
line payable
|
99,970 | 99,970 | ||||||
Due
to related party
|
21,218 | 18,000 | ||||||
Due
to Nova Stor, Inc.
|
58,509 | 58,509 | ||||||
Dividend
Payable
|
37,500 | 25,000 | ||||||
Due
to officer
|
8,464 | 7,250 | ||||||
Deferred
revenue
|
10,654 | 12,790 | ||||||
Total
Current Liabilities
|
333,803 | 303,619 | ||||||
Commitments
and contingencies
|
- | - | ||||||
Stockholders’
Equity:
|
||||||||
Preferred
Stock, $.001 par value; 10,000,000 shares authorized;
|
1,402 | 1,402 | ||||||
1,401,786 shares
issued and outstanding in each period
|
||||||||
Common
stock, par value $0.001; 250,000,000 shares authorized;
|
12,473 | 12,473 | ||||||
12,473,214 shares
issued and outstanding in each period
|
||||||||
Additional
paid in capital
|
4,269,715 | 4,352,966 | ||||||
Accumulated
deficit
|
(3,936,489 | ) | (3,793,161 | ) | ||||
Total
Stockholders' Equity
|
347,101 | 573,680 | ||||||
Total
Liabilities and Stockholders' Equity
|
$ | 680,904 | $ | 877,299 |
The
accompanying notes are an integral part of these consolidated financial
statements
-3-
DATA
STORAGE CORPORATION AND SUBSIDIARY
|
||||||||
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
||||||||
(Unaudited)
|
||||||||
Three
Months Ended
|
||||||||
March
31,
|
March
31,
|
|||||||
2009
|
2008
|
|||||||
Sales
|
$ | 139,373 | $ | 167,150 | ||||
Cost
of sales
|
89,629 | 79,709 | ||||||
Gross
Profit
|
49,744 | 87,441 | ||||||
Selling,
general and administrative
|
262,687 | 139,378 | ||||||
Loss
from Operations
|
(212,943 | ) | (51,937 | ) | ||||
Other
Income (Expense)
|
||||||||
Interest
income
|
177 | 18 | ||||||
Interest
expense
|
(1,312 | ) | (289 | ) | ||||
Total
Other (Expense)
|
(1,135 | ) | (271 | ) | ||||
Loss
before provision for income taxes
|
(214,078 | ) | (52,208 | ) | ||||
Provision
for income taxes
|
- | - | ||||||
Net
Loss
|
(214,078 | ) | (52,208 | ) | ||||
Preferred
Stock Dividend
|
(12,500 | ) | - | |||||
Net
Loss Available to Common Shareholders
|
$ | (226,578 | ) | $ | (52,208 | ) | ||
Loss
per Share – Basic and Diluted
|
$ | (0.018 | ) | $ | (1.84 | ) | ||
Weighted
Average Number of Shares - Basic and Diluted
|
12,473,214 | 28,359 |
The
accompanying notes are an integral part of these consolidated financial
statements
-4-
DATA
STORAGE CORPORATION AND SUBSIDIARY
|
||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||
(Unaudited)
|
||||||||
Three
Months Ended
|
||||||||
March
31,
|
March
31,
|
|||||||
2009
|
2008
|
|||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
loss
|
$ | (214,078 | ) | $ | (52,208 | ) | ||
Adjustments
to reconcile net income to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
34,798 | 29,948 | ||||||
Allowance
for doubtful accounts
|
(25,000 | ) | - | |||||
Changes
in Assets and Liabilities:
|
||||||||
Accounts
receivable
|
7,179 | (22,024 | ) | |||||
Employee
Loan
|
- | (5,000 | ) | |||||
Other
Assets
|
7,854 | - | ||||||
Accounts
payable
|
18,831 | 16,950 | ||||||
Accrued
expenses
|
(3,445 | ) | - | |||||
Deferred
Revenue
|
(2,136 | ) | - | |||||
Due
to Related Party
|
3,218 | 4,500 | ||||||
Net
Cash Used in Operating Activities
|
(172,779 | ) | (27,834 | ) | ||||
Cash
Flows from Investing Activities:
|
||||||||
Cash
paid for equipment
|
(3,000 | ) | - | |||||
Net
Cash Used in Investing Activities
|
(3,000 | ) | - | |||||
Cash
Flows from Financing Activities:
|
||||||||
Advances
from credit line
|
- | 15,009 | ||||||
Advances
from shareholder
|
1,213 | - | ||||||
Net
Cash Provided by Financing Activities
|
1,213 | 15,009 | ||||||
Increase
(Decrease) in Cash and Cash Equivalents
|
(174,566 | ) | (12,825 | ) | ||||
Cash
and Cash Equivalents, Beginning of Period
|
289,061 | 37,803 | ||||||
Cash
and Cash Equivalents, End of Period
|
$ | 114,495 | $ | 24,978 | ||||
Cash
paid for interest
|
$ | 177 | $ | 18 | ||||
Cash
paid for income taxes
|
$ | - | $ | - |
The
accompanying notes are an integral part of these consolidated financial
statements
-5-
DATA
STORAGE CORPORATION AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
THREE
MONTHS ENDED MARCH 31, 2009 AND 2008
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.
Condensed
Consolidated Financial Statements
The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all normal recurring adjustments considered necessary for a fair
statement of the results of operations have been included. The results of
operations for the three months ended March 31, 2009 are not necessarily
indicative of the results of operations for the full year. When reading the
financial information contained in this Quarterly Report, reference should be
made to the financial statements, schedule and notes contained in the Company's
Amended Annual Report on Form 10-K for the year ended December 31,
2008
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 three months ended March 31, 2009,
the Company has generated revenues of $139,373 but has incurred a net loss of
$214,078. 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.
-6-
Note
2 Summary of Significant Accounting Policies
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.
Note 3 Stockholders’
Equity
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.
-7-
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results
will not be different from expectations expressed in this report.
Company
Overview
Data
Storage Corporation f/k/a 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 12,034,287 shares of our common
stock to the Data Storage Shareholders.
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
Three
months ended March 31, 2009 as compared to the three months ended March 31,
2008
Net sales. Net
sales for the three months ended March 31, 2009 were $139,373, a decrease of
$27,777, or 16.62%, compared to $167,150 for the three months ended March 31,
2008. The decrease in sales for is primarily attributable due to the loss of a
channel partner and pricing decreases in the industry.
Cost of
sales. For the
three months ended March 31, 2009, cost of sales increased $9,920 to $89,629
from $79,709 for the three months ended March 31, 2008. The increase is due to
the addition of managed services which are provided on a resale basis. The
Company's gross margin decreased to 35.7% for the three months ended March 31,
2009 as compared to 52.3% for the three months ended March 31,
2008. The addition of managed services which carry a lower
gross margin combined with pricing decreases in the industry accounted for the
decrease.
Operating
Expenses. For the three months ended March 31, 2009 operating
expenses were $262,687, an increase of $123,309, or 88.5% as compared to
$139,378 for the three months ended March 31, 2008. The increase in operating
expenses for the three months ended March 31, 2009 is a result of additional
professional fees related to the Data Storage Corporation being a public
corporation and the hiring of sales personnel. Professional fees for
the three months ended March 31, 2009 were $52,044 an increase of $20,828 from
$31,216 for the three months ended March 31, 2008. For the three
months ended March 31, 2009 salaries were $109,180 and increase of $80,648 from
the period March 31, 2008. Additional salaries represent sale
personnel hired during the quarter ended March 31, 2009.
Interest
Expense. Interest expense for the three months ended March 31,
2009 increased to $1,312 from $289 for the three months ended March 31, 2008.
For the three months ended March 31, 2009 and March 31, 2008, interest expense
was related to a $100,000 line of credit which was opened January 31,
2008.
-8-
Net Income
(Loss). Net loss for the three months ended March 31, 2009 was
$214,078 an increase of $161,870 as compared to net loss of $52,208 for the
three months ended March 31, 2008. The decrease is primarily from an
increase in professional fees and increased salary expense
Liquidity and Capital
Resources
In 2009
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 3 months ended March 31, 2009 the company’s cash decreased $174,566 to
$114,495.
The
Company's working capital was $(110,620) at March 31, 2009, decreasing $186,929,
from $38,809 March 31, 2008.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates. The Company does not undertake any specific
actions to limit those exposures.
Item
4. Controls and Procedures
a)
Evaluation of Disclosure
Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange
Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the
participation of the Company’s management, including the Company’s Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s
principal financial and accounting officer), of the effectiveness of the
Company’s disclosure controls and procedures (as defined under Rule 13a-15(e)
under the Exchange Act) as of the end of the period covered by this report. The
Company lacks the size and complexity to segregated buties sufficiently for
proper controls. Based upon that evaluation, the Company’s CEO and CFO concluded
that the Company’s disclosure controls and procedures are not effective to
ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act, is recorded,
processed, summarized and reported, within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated
to the Company’s management, including the Company’s CEO and CFO, as
appropriate, to allow timely decisions regarding required
disclosure.
(b)
Changes in internal
control over financial reporting. There have been no changes in our
internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
-9-
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Item
1A. Risk Factors.
None.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
(b) Reports
of Form 8-K
None.
-10-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DATA
STORAGE CORPORATION
|
||
Date:
May 20, 2009
|
By:
|
/s/ Charles M.
Piluso
|
Charles
M. Piluso
President,
Chief Executive Officer
|
-11-