EXHIBIT 99.1
 
 
 
 
 
 
DATA STORAGE CORPORATION

FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006
 
 
 
 
 
 
 
 

 
 
DATA STORAGE CORPORATION
FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006

 
 
Page
Report of Independent Registered Public Accounting Firm
1
   
Financial Statements
 
   
Balance Sheets
2
   
Statements of Operations
3
   
Statements of Stockholders' Deficiency
4
   
Statements of Cash Flows
5
   
Notes to Combined Financial Statements
6-9
 
 

 
 
 
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, 2007 and 2006, and the related statements of operations, stockholders' deficiency and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the auditing standards established by the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits 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. An audit also includes 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, 2007 and 2006, and the results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
/s/ Rosenberg Rich Baker Berman & Co.
Bridgewater, New Jersey
August 20, 2008
 
 
 
 
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DATA STORAGE CORPORATION
BALANCE SHEETS
YEARS ENDED DECEMBER 31, 2007 AND 2006
 
   
2007
   
2006
 
ASSETS
           
Current Assets:
           
Cash and cash equivalents
  $ 37,803     $ 23,624  
Accounts receivable (less allowance for doubtful accounts of $1,000 in 2007 and 2006)
    34,885       18,989  
Total Current Assets
    72,688       42,613  
                 
Property and Equipment:
               
Property and equipment
    1,052,116       892,928  
Less—Accumulated depreciation
    (673,764 )     (553,734 )
Net Property and Equipment
    378,352       339,194  
                 
Other Assets:
               
Other assets
    443       1,004  
Employee loan
    18,000       18,000  
Total Other Assets
    18,443       19,004  
                 
Total Assets
    469,483       400,811  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
               
Current Liabilities:
               
Accounts payable
    47,809       28,179  
Accrued expenses
    1,785       5,745  
Total Current Liabilities
    49,594       33,924  
                 
Due to shareholder
    1,836,097       1,538,588  
Total Liabilities
    1,885,691       1,572,512  
                 
Stockholders' Deficiency:
           
Common stock (par value $0.10; 1,000 shares authorized;
           
        198.50 shares issued and outstanding)
    20       20  
Additional paid in capital
    1,813,974       1,813,974  
Accumulated deficit
    (3,230,202 )     (2,985,695 )
Total Stockholders' Deficiency
    (1,416,208 )     (1,171,701 )
                 
Total Liabilities and Stockholders' Deficiency
    469,483       400,811  
 
The accompanying notes are an integral part of these financial statements.
 
 
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DATA STORAGE CORPORATION
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2007 AND 2006
 
   
2007
   
2006
 
             
Sales
  $ 668,172     $ 418,347  
                 
Cost of sales
    339,223       345,819  
                 
Gross Profit
    328,949       72,528  
                 
Selling, general and administrative
    574,130       456,891  
                 
Loss from Operations
    (245,181 )     (384,363 )
                 
Other Income:
               
Interest Income
    674       543  
Other Income
     -       420  
      Total Other Income
    674       963  
                 
Loss before provision for income taxes
    (244,507 )     (383,400 )
                 
Provision for income taxes
     -        -  
                 
Net Loss
  $ (244,507 )   $ (383,400 )
 
The accompanying notes are an integral part of these financial statements.
 
 
-3-

 
 
DATA STORAGE CORPORATION
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
YEARS ENDED DECEMBER 31, 2007 AND 2006
 
   
Common Stock
   
Additional Paid
   
Accumulated
   
Total
Stockholders'
 
   
Shares
   
Amount
   
In Capital
   
Deficit
   
Deficiency
 
                                         
Balance, January 1, 2006
    198.50     $ 20     $ 1,813,974     $ (2,602,295 )   $ (788,301 )
                                         
Net Loss
            -               (383,400 )     (383,400 )
                                         
Balance, December 31, 2006
    198.50       20       1,813,974       (2,985,695 )     (1,171,701 )
                                         
Net Loss
            -               (244,507 )     (244,507 )
                                         
Balance, December 31, 2007
    198.50     $ 20     $ 1,813,974     $ (3,230,202 )   $ (1,416,208 )
 
The accompanying notes are an integral part of these financial statements.
 
 
-4-

 
 
DATA STORAGE CORPORATION
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2007 AND 2006
 
   
2007
   
2006
 
Cash Flows from Operating Activities:
           
Net loss
  $ (244,507 )   $ (383,400 )
                 
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation
    120,030       95,906  
Changes in Assets and Liabilities:
               
Accounts receivable
    (15,896 )     118  
Prepaid Rent
     -       877  
Employee Loan
     -       (8,000 )
Other Assets
    561       18,021  
Security Deposit
     -       6,204  
Accounts payable
    19,630       (24,420 )
Accrued expenses
    (3,959 )     3,647  
Net Cash Used in Operating Activities
    (124,141 )     (291,047 )
                 
Cash Flows from Investing Activities:
               
Cash paid for equipment
    (159,188 )     (250,886 )
Net Cash Used in Investing Activities
    (159,188 )     (250,886 )
                 
Cash Flows from Financing Activities:
               
Advances from shareholder
    297,508       520,509  
Net Cash Provided by Financing Activities
    297,508       520,509  
                 
Increase (Decrease) in Cash and Cash Equivalents
    14,179       (21,424 )
                 
Cash and Cash Equivalents, Beginning of Year
    23,624       45,048  
                 
Cash and Cash Equivalents, End of Year
  $ 37,803     $ 23,624  
                 
                 
Cash paid for interest expense
  $  -     $  -  
                 
Cash paid for income taxes
  $  -     $  -  
 
The accompanying notes are an integral part of these financial statements.
 
 
-5-

 
 
DATA STORAGE CORPORATION
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006
 
Note 1- Nature of Business
 
Basis of presentation, organization and other matters
 
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 off-site, disk-to-disk data backup 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 data duplication for disaster recovery and business continuity. The Company has Data Centers in Westbury, New York and maintains equipment in a co-location in Fort Lauderdale, Florida to provide redundant data protection.
 
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.
 
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.
 
Allowance for Doubtful Accounts
 
The allowance for doubtful accounts reflects the estimated accounts receivable that will not be collected due to credit losses and customer returns 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.
 
Use of estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
 
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DATA STORAGE CORPORATION
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006
 
Note 2 - Summary of Significant Accounting Policies (Continued)
 
Property and equipment
 
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided under the straight-line basis over the following estimated useful lives:
 
Furniture and fixtures                                               7 years
Machinery and equipment                                   5-7 years
Leasehold Improvements                                   5-39 years
 
Property and equipment, at cost, consist of the following:
 
 
 
December 31,
 
     2007     2006   
Storage equipment
  $ 741,176     $ 583,374  
Website and software
    150,208       150,208  
Furniture and fixtures
    22,837       14,038  
Computer hardware and software
    75,498       82,911  
Data Center
    62,397       62,397  
      1,052,116       892,928  
Less: Accumulated depreciation
    673,764       553,734  
Net property and equipment
  $ 378,352     $ 339,194  
                 
 
Minor maintenance costs are expensed as incurred. Major improvements, which extend the life, increase the capacity or improve the safety or the efficiency of property owned, are capitalized. Major improvements to leased buildings are capitalized as leasehold improvements and depreciated. Depreciation expense for the years ended December 31, 2007 and 2006 was $120,030 and $95,906, respectively.
 
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 recorded in the month the service is provided.
 
Income taxes
 
The company, with the consent of its shareholders, has elected to be treated as an S Corporation under the Internal Revenue Code and New York State laws. Accordingly, the income of the corporation is reported and taxed on the shareholders individual income tax returns.
 
Advertising Costs
 
The Company expenses the costs associated with advertising as they are incurred. The Company incurred $26,121 and $27,407 for advertising costs for the years ended December 31, 2007 and 2006, respectively.
 
 
-7-

DATA STORAGE CORPORATION
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006
 
Note 3 - Related Party Transactions
 
The Company shared space for its New York Data Center with a related party. No rent expense was charged to the company for the years ended December 31, 2007 and 2006. Effective January 1, 2008, the Company began paying $1,500 per month on a month-to-month basis.
 
Due to shareholder consists of advances from the Company's CEO. The advances are non-interest bearing and have no stated terms of repayment. All amounts due to shareholder were converted to common stock on July 7, 2008 (See Note 6).
 
Note 4 - Stockholders' Deficiency
 
Capital Stock
 
The company is authorized to issue 1,000 shares of its common stock at $0.10 par value. The company has issued 198.50 shares of its common stock.
 
Stock Appreciation Plan
 
The Company established a stock appreciation plan to enable the Company to attract and retain employees to assist in increasing the value of the company. Management may grant stock appreciation rights at its' sole discretion up to 10,000,000 Units, which represents 100% or the value of the company. Shares granted under the plan may at the boards discretion be subject to a vesting schedule. The Participant shall be entitled to compensation for the vested portion of the Units, as calculated in accordance with the agreement upon the first to occur of any of the following events (the "Trigger Events"):
 
(i)  
the Participant's employment with the Corporation has terminated because he has become Disabled;
 
(ii)  
the Participant has died;
 
(iii)  
the Participant's employment with the Corporation has been terminated by the Corporation without "cause";
 
(iv)  
the sale, transfer or assignment of all or substantially all of the Corporation's assets (whether tangible or intangible), not in the ordinary course of business, whether in a single transaction or a series of transactions;
 
  (v)  
the sale, transfer or assignment of more than fifty (50%) percent of the outstanding capital stock of the Corporation, whether in a single transaction or a series of transactions.
 
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, 2007, the Company granted 2,200,000 units of stock appreciation rights all of which were granted prior to 2006. The Company has not recorded any compensation expense as of December 31, 2007. As of December 31, 2007 and 2006, 2,133,333 and 2,066,667 units of stock appreciation rights were vested.
 
 
-8-

 
DATA STORAGE CORPORATION
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006
 
Note 5 - Commitments and Contingencies
 
The Company has no operating leases, commitments or contingencies of any kind.
 
Note 6 - Subsequent Events
 
Revolving Credit Facility
 
On January 31, 2008, the Company entered into a revolving credit line. The credit facility provides for $100,000 at prime plus .5% and is secured by all assets of the Company and personally guaranteed by the Company's principal shareholder.
 
Recapitalization
 
On July 3, 2008, the Company amended its certificate of incorporation recapitalizing the stock structure of the company. The existing shares of common stock were automatically converted into Class B Common Stock on a one for one basis. The total authorized shares of the Company were increased to 13,569,500 shares. The shares were comprised of the following: 12,069,500 shares of common stock of which 8,569,500 were class A and 3,500,000 were class B. The common stock of the company shall have a par value of $0.0001. The remaining 1,500,000 shares of authorized stock were Preferred Stock of which 500,000 are designated as Series A preferred stock. The remaining 1,000,000 shares may be issued from time to time in one or more series as determined by the Board of Directors of the Company. The preferred stock of the company shall have a par value of $0.0001.
 
Sale of securities
 
On July 3, 2008, the company issued 360,255 shares of Series A Preferred Stock for a price of $1.39 for an aggregate purchase price of $500,000 and 406,245 shares of Class B Common Stock for a price of $1.23 per share and an aggregate purchase price of $500,000.
 
Debt Conversion
 
On July 7, 2008, all amounts due to shareholder, $1,836,097, were converted to 2,223.83 shares of common stock.
 
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