FINANCIAL STATEMENTS
Published on October 24, 2008
EXHIBIT
99.2
DATA
STORAGE CORPORATION
FINANCIAL
STATEMENTS
JUNE
30, 2008
DATA
STORAGE CORPORATION
FINANCIAL
STATEMENTS
JUNE
30, 2008
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Page
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Financial
Statements
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Balance
Sheet ……………………………………………………………………
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1
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Statements
of Operations ………………………………………………………..
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2
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Statements
of Cash Flows ……………………………………………………….
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3
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Notes
to Financial Statements …………………………………………………..
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4-7
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DATA
STORAGE CORPORATION
BALANCE
SHEET
JUNE
30, 2008
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ASSETS
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Current
Assets:
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Cash
and cash equivalents
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$ | 35,772 | ||
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Accounts
receivable (less allowance for doubtful
accounts
of $5,000)
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56,620 | |||
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Total
Current Assets
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92,392 | |||
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Property
and Equipment:
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Property
and equipment
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1,115,984 | |||
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Less—Accumulated
depreciation
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(730,896 | ) | ||
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Net
Property and Equipment
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385,088 | |||
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Other
Assets:
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Other
assets
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443 | |||
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Employee
loan
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23,000 | |||
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Total
Other Assets
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23,443 | |||
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Total
Assets
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500,923 | |||
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LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
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Current
Liabilities:
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Accounts
payable
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92,022 | |||
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Accrued
expenses
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2,542 | |||
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Credit
Line Payable
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99,970 | |||
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Due
to Related Party
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9,000 | |||
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Total
Current Liabilities
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203,534 | |||
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Due
to shareholder
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1,836,097 | |||
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Stockholders’ Deficiency:
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Common
stock (par value $0.10; 1,000 shares authorized;
198.50
shares issued and outstanding)
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20 | |||
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Additional
paid in capital
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1,813,974 | |||
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Accumulated
deficit
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(3,352,702 | ) | ||
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Total
Stockholders' Deficiency
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(1,538,708 | ) | ||
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Total
Liabilities and Stockholders' Deficiency
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$ | 500,923 | ||
The accompanying notes are
an integral part of these financial statements.
1
DATA
STORAGE CORPORATION
STATEMENTS
OF OPERATIONS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
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2008
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2007
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Sales
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$ | 328,587 | $ | 337,917 | ||||
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Cost
of sales
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163,603 | 169,667 | ||||||
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Gross
Profit
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164,984 | 168,250 | ||||||
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Selling,
general and administrative
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286,644 | 280,191 | ||||||
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Loss
from Operations
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(121,660 | ) | (111,941 | ) | ||||
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Other
Income (expense):
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Interest
Income
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36 | 630 | ||||||
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Interest
Expense
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(876 | ) |
-
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Total
Other Income (Expense)
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(840 | ) | 630 | |||||
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Loss
before provision for income taxes
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(122,500 | ) | (111,311 | ) | ||||
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Provision
for income taxes
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- | - | ||||||
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Net
Loss
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$ | (122,500 | ) | $ | (111,311 | ) | ||
The accompanying notes are
an integral part of these financial statements.
2
STATEMENTS
OF CASH FLOWS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
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2008
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2007
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Cash
Flows from Operating Activities:
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Net
loss
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$ | (122,500 | ) | $ | (111,311 | ) | ||
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Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:
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Depreciation
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57,132 | 59,867 | ||||||
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Changes
in Assets and Liabilities:
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Accounts
receivable
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(21,735 | ) | (53,591 | ) | ||||
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Employee
Loan
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(5,000 | ) | - | |||||
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Other
Assets
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- | 459 | ||||||
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Security
Deposit
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- | (5,975 | ) | |||||
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Accounts
payable
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44,215 | 13,526 | ||||||
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Accrued
expenses
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755 | (999 | ) | |||||
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Due
to Related Party
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9,000 | - | ||||||
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Net
Cash Provided by (Used in) Operating Activities
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(38,133 | ) | 98,024 | |||||
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Cash
Flows from Investing Activities:
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Cash
paid for equipment
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(63,868 | ) | (154,261 | ) | ||||
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Net
Cash Used in Investing Activities
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(63,868 | ) | (154,261 | ) | ||||
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Cash
Flows from Financing Activities:
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Advances
from credit line
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99,970 | - | ||||||
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Advances
from shareholder
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- | 247,215 | ||||||
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Net
Cash Provided by Financing Activities
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99,970 | 247,215 | ||||||
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Decrease
in Cash and Cash Equivalents
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(2,031 | ) | (5,070 | ) | ||||
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Cash
and Cash Equivalents, Beginning of Period
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37,803 | 23,624 | ||||||
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Cash
and Cash Equivalents, End of Period
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$ | 35,772 | $ | 18,554 | ||||
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Cash
paid for interest expense
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$ | 876 | $ | - | ||||
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Cash
paid for income taxes
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$ | - | $ | - | ||||
The accompanying notes are
an integral part of these financial statements.
3
DATA
STORAGE CORPORATION
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008
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.
4
DATA
STORAGE CORPORATION
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008
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
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| Machinery and equipment |
5-7 years
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| Leasehold Improvements |
5-39
years
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Property
and equipment, at cost, consist of the following:
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June
30, 2008
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Storage
equipment
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$ | 766,646 | ||
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Website
and software
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150,208 | |||
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Furniture
and fixtures
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22,837 | |||
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Computer
hardware and software
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75,498 | |||
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Data
Center
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100,795 | |||
| 1,115,984 | ||||
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Less:
Accumulated depreciation
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730,896 | |||
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Net
property and equipment
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$ | 385,088 | ||
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 six months
ended June 30, 2008 and 2007 was $57,132 and $59,867 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 generally 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 $18,548 and $8,754 for advertising costs for the six
months ended June 30, 2008 and 2007, respectively.
5
DATA
STORAGE CORPORATION
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008
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 six months ended June
30, 2007. Rent expense for the six months ended June 30, 2008 was
$9,000
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 June 30, 2008, 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 June 30, 2008. As of June
30, 2008 and 2007 2,166,666 and 2,100,000 units of stock appreciation rights
were vested.
6
DATA
STORAGE CORPORATION
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008
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%, 5.5% at June 30,
2008, and is secured by all assets of the Company and personally guaranteed by
the Company’s principal shareholder. As of June 30, 2008, the Company owed
$99,970 under this agreement.
Note
6 - Subsequent Events
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 Class B Common Stock.
7