FINANCIAL STATEMENTS
Published on October 24, 2008
EXHIBIT
99.1
DATA
STORAGE CORPORATION
FINANCIAL
STATEMENTS
DECEMBER
31, 2007 AND 2006
DATA
STORAGE CORPORATION
FINANCIAL
STATEMENTS
DECEMBER
31, 2007 AND 2006
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Page
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Report
of Independent Registered Public Accounting Firm
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1
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Financial
Statements
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Balance
Sheets
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2
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Statements
of Operations
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3
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Statements
of Stockholders' Deficiency
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4
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Statements
of Cash Flows
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5
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Notes
to Combined Financial Statements
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6-9
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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
-1-
DATA
STORAGE CORPORATION
BALANCE
SHEETS
YEARS
ENDED DECEMBER 31, 2007 AND 2006
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2007
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2006
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ASSETS
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Current
Assets:
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Cash
and cash equivalents
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$ | 37,803 | $ | 23,624 | ||||
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Accounts
receivable (less allowance for doubtful accounts of $1,000 in 2007 and
2006)
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34,885 | 18,989 | ||||||
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Total
Current Assets
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72,688 | 42,613 | ||||||
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Property
and Equipment:
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Property
and equipment
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1,052,116 | 892,928 | ||||||
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Less—Accumulated
depreciation
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(673,764 | ) | (553,734 | ) | ||||
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Net
Property and Equipment
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378,352 | 339,194 | ||||||
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Other
Assets:
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Other
assets
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443 | 1,004 | ||||||
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Employee
loan
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18,000 | 18,000 | ||||||
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Total
Other Assets
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18,443 | 19,004 | ||||||
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Total
Assets
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469,483 | 400,811 | ||||||
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LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
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Current
Liabilities:
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Accounts
payable
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47,809 | 28,179 | ||||||
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Accrued
expenses
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1,785 | 5,745 | ||||||
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Total
Current Liabilities
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49,594 | 33,924 | ||||||
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Due
to shareholder
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1,836,097 | 1,538,588 | ||||||
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Total
Liabilities
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1,885,691 | 1,572,512 | ||||||
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Stockholders'
Deficiency:
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Common
stock (par value $0.10; 1,000 shares authorized;
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198.50 shares issued and outstanding)
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20 | 20 | ||||||
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Additional
paid in capital
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1,813,974 | 1,813,974 | ||||||
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Accumulated
deficit
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(3,230,202 | ) | (2,985,695 | ) | ||||
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Total
Stockholders' Deficiency
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(1,416,208 | ) | (1,171,701 | ) | ||||
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Total
Liabilities and Stockholders' Deficiency
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469,483 | 400,811 | ||||||
The accompanying notes are
an integral part of these financial statements.
-2-
DATA
STORAGE CORPORATION
STATEMENTS
OF OPERATIONS
YEARS
ENDED DECEMBER 31, 2007 AND 2006
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2007
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2006
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Sales
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$ | 668,172 | $ | 418,347 | ||||
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Cost
of sales
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339,223 | 345,819 | ||||||
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Gross
Profit
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328,949 | 72,528 | ||||||
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Selling,
general and administrative
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574,130 | 456,891 | ||||||
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Loss
from Operations
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(245,181 | ) | (384,363 | ) | ||||
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Other
Income:
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Interest
Income
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674 | 543 | ||||||
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Other
Income
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- | 420 | ||||||
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Total Other
Income
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674 | 963 | ||||||
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Loss
before provision for income taxes
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(244,507 | ) | (383,400 | ) | ||||
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Provision
for income taxes
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- | - | ||||||
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Net
Loss
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$ | (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
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Common
Stock
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Additional
Paid
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Accumulated
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Total
Stockholders'
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Shares
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Amount
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In
Capital
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Deficit
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Deficiency
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Balance,
January 1, 2006
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198.50 | $ | 20 | $ | 1,813,974 | $ | (2,602,295 | ) | $ | (788,301 | ) | |||||||||
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Net
Loss
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- | (383,400 | ) | (383,400 | ) | |||||||||||||||
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Balance,
December 31, 2006
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198.50 | 20 | 1,813,974 | (2,985,695 | ) | (1,171,701 | ) | |||||||||||||
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Net
Loss
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- | (244,507 | ) | (244,507 | ) | |||||||||||||||
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Balance,
December 31, 2007
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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
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2007
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2006
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Cash
Flows from Operating Activities:
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Net
loss
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$ | (244,507 | ) | $ | (383,400 | ) | ||
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Adjustments
to reconcile net loss to net cash used in operating
activities:
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Depreciation
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120,030 | 95,906 | ||||||
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Changes
in Assets and Liabilities:
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Accounts
receivable
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(15,896 | ) | 118 | |||||
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Prepaid
Rent
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- | 877 | ||||||
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Employee
Loan
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- | (8,000 | ) | |||||
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Other
Assets
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561 | 18,021 | ||||||
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Security
Deposit
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- | 6,204 | ||||||
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Accounts
payable
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19,630 | (24,420 | ) | |||||
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Accrued
expenses
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(3,959 | ) | 3,647 | |||||
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Net
Cash Used in Operating Activities
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(124,141 | ) | (291,047 | ) | ||||
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Cash
Flows from Investing Activities:
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Cash
paid for equipment
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(159,188 | ) | (250,886 | ) | ||||
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Net
Cash Used in Investing Activities
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(159,188 | ) | (250,886 | ) | ||||
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Cash
Flows from Financing Activities:
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Advances
from shareholder
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297,508 | 520,509 | ||||||
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Net
Cash Provided by Financing Activities
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297,508 | 520,509 | ||||||
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Increase
(Decrease) in Cash and Cash Equivalents
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14,179 | (21,424 | ) | |||||
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Cash
and Cash Equivalents, Beginning of Year
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23,624 | 45,048 | ||||||
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Cash
and Cash Equivalents, End of Year
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$ | 37,803 | $ | 23,624 | ||||
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Cash paid for interest
expense
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$ | - | $ | - | ||||
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Cash
paid for income taxes
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$ | - | $ | - | ||||
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.
-6-
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:
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December
31,
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| 2007 | 2006 | |||||||
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Storage
equipment
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$ | 741,176 | $ | 583,374 | ||||
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Website
and software
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150,208 | 150,208 | ||||||
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Furniture
and fixtures
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22,837 | 14,038 | ||||||
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Computer
hardware and software
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75,498 | 82,911 | ||||||
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Data
Center
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62,397 | 62,397 | ||||||
| 1,052,116 | 892,928 | |||||||
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Less:
Accumulated depreciation
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673,764 | 553,734 | ||||||
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Net
property and equipment
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$ | 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"):
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(i)
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the
Participant's employment with the Corporation has terminated because he
has become Disabled;
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(ii)
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the
Participant has died;
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(iii)
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the
Participant's employment with the Corporation has been terminated by the
Corporation without "cause";
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(iv)
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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;
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(v)
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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.
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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.
-9-