DATA
STORAGE CONSULTING SERVICES, INC.
(A
Development Stage Company)
BALANCE
SHEETS
|
|
|
|
|
|
Sept.
30, 2008
|
|
|
|
|
Dec.
31, 2007
|
|
|
(Unaudited)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
Cash
|
|
$ |
135 |
|
|
$ |
736 |
|
|
Total current
assets
|
|
|
135 |
|
|
|
736 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
offering costs
|
|
|
10,465 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$ |
10,600 |
|
|
$ |
736 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
& STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
Related
party payables
|
|
$ |
2,300 |
|
|
$ |
1,605 |
|
|
Total current
liabilities
|
|
|
2,300 |
|
|
|
1,605 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
2,300 |
|
|
|
1,605 |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
|
|
|
|
|
|
|
Preferred
stock, $.10 par value;
|
|
|
|
|
|
|
|
|
|
1,000,000
shares authorized;
|
|
|
|
|
|
|
|
|
|
none
issued and outstanding
|
|
|
- |
|
|
|
- |
|
|
Common
stock, $.001 par value;
|
|
|
|
|
|
|
|
|
|
50,000,000
shares authorized;
|
|
|
|
|
|
|
|
|
|
8,525,000
(2007) and 8,929,000 (2008)
|
|
|
8,525 |
|
|
|
8,929 |
|
|
shares
issued and outstanding
|
|
|
|
|
|
|
|
|
|
Additional
paid in capital
|
|
|
8,325 |
|
|
|
64,386 |
|
|
Deficit
accumulated during the development stage
|
|
|
(8,550 |
) |
|
|
(74,184 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity
|
|
|
8,300 |
|
|
|
(869 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity
|
|
$ |
10,600 |
|
|
$ |
736 |
|
The
accompanying notes are an integral part of the financial
statements.
DATA
STORAGE CONSULTING SERVICES, INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Inception
of
|
|
|
|
|
Three
Months
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
|
Nine
Months
|
|
|
Dev.
Stage)
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Through
|
|
|
|
|
Sept.
30, 2007
|
|
|
Sept.
30, 2008
|
|
|
Sept.
30, 2007
|
|
|
Sept.
30, 2008
|
|
|
Sept.
30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
30 |
|
|
|
16,644 |
|
|
|
70 |
|
|
|
65,656 |
|
|
|
74,206 |
|
|
|
|
|
30 |
|
|
|
16,644 |
|
|
|
70 |
|
|
|
65,656 |
|
|
|
74,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from operations
|
|
|
(30 |
) |
|
|
(16,644 |
) |
|
|
(70 |
) |
|
|
(65,656 |
) |
|
|
(74,206 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
- |
|
|
|
3 |
|
|
|
- |
|
|
|
22 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) before provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
income taxes
|
|
|
(30 |
) |
|
|
(16,641 |
) |
|
|
(70 |
) |
|
|
(65,634 |
) |
|
|
(74,184 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income tax
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
(30 |
) |
|
$ |
(16,641 |
) |
|
$ |
(70 |
) |
|
$ |
(65,634 |
) |
|
$ |
(74,184 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Basic
and fully diluted)
|
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
common
shares outstanding
|
|
|
8,525,000 |
|
|
|
8,929,000 |
|
|
|
8,502,778 |
|
|
|
8,906,556 |
|
|
|
|
|
The
accompanying notes are an integral part of the financial
statements.
DATA
STORAGE CONSULTING SERVICES, INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec.
12, 2006
|
|
|
|
|
|
|
|
|
|
|
(Inception
of
|
|
|
|
|
Nine
Months
|
|
|
Nine
Months
|
|
|
Dev.
Stage)
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Through
|
|
|
|
|
Sept.
30, 2007
|
|
|
Sept.
30, 2008
|
|
|
Sept.
30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
(70 |
) |
|
$ |
(65,634 |
) |
|
$ |
(74,184 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net loss to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net
cash provided by (used for)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related
party payables
|
|
|
2,700 |
|
|
|
(695 |
) |
|
|
1,605 |
|
|
Compensatory
stock issuances
|
|
|
|
|
|
|
|
|
|
|
8,450 |
|
|
Net cash provided by (used
for)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
operating
activities
|
|
|
2,630 |
|
|
|
(66,329 |
) |
|
|
(64,129 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
offering costs
|
|
|
(10,465 |
) |
|
|
(34,070 |
) |
|
|
(44,535 |
) |
|
Net
cash provided by (used for)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
investing
activities
|
|
|
(10,465 |
) |
|
|
(34,070 |
) |
|
|
(44,535 |
) |
(Continued
On Following Page)
The
accompanying notes are an integral part of the financial
statements.
DATA
STORAGE CONSULTING SERVICES, INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
(Unaudited)
(Continued
From Previous Page)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec.
12, 2006
|
|
|
|
|
|
|
|
|
|
|
(Inception
of
|
|
|
|
|
Nine
Months
|
|
|
Nine
Months
|
|
|
Dev.
Stage)
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Through
|
|
|
|
|
Sept.
30, 2007
|
|
|
Sept.
30, 2008
|
|
|
Sept.
30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
Sales
of common stock
|
|
|
7,500 |
|
|
|
101,000 |
|
|
|
108,500 |
|
|
Paid
in capital
|
|
|
|
|
|
|
|
|
|
|
900 |
|
|
Net cash provided by (used
for)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
financing
activities
|
|
|
7,500 |
|
|
|
101,000 |
|
|
|
109,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase (Decrease) In Cash
|
|
|
(335 |
) |
|
|
601 |
|
|
|
736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
At The Beginning Of The Period
|
|
|
900 |
|
|
|
135 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
At The End Of The Period
|
|
$ |
565 |
|
|
$ |
736 |
|
|
$ |
736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule Of Non-Cash
Investing And Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
Cash
paid for income taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
The
accompanying notes are an integral part of the financial
statements.
DATA
STORAGE CONSULTING SERVICES, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
Data
Storage Consulting Services, Inc. (the “Company”), was incorporated in the State
of Colorado on December 12, 2006. The Company was formed to provide data
management, consulting and storage services to clients.
Development stage
company
The
Company is currently in the development stage, and has commenced operations but
has not yet generated significant revenues.
Basis of
Presentation
The
accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the information and
disclosures required by generally accepted accounting principles for complete
financial statements. All adjustments which are, in the opinion of management,
necessary for a fair presentation of the results of operations for the interim
periods have been made and are of a recurring nature unless otherwise disclosed
herein. The results of operations for such interim periods are not necessarily
indicative of operations for a full year.
Cash and cash
equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
Accounts
receivable
The
Company reviews accounts receivable periodically for collectability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary.
Property and
equipment
Property
and equipment are recorded at cost and depreciated under accelerated methods
over each item's estimated useful life, which is five years for vehicles,
computers and other items.
Revenue
recognition
Revenue
is recognized on an accrual basis after services have been performed under
contract terms, the event price to the client is fixed or determinable, and
collectibility is reasonably assured. Standard contract policy calls for partial
payment up front with balance due upon receipt of final
billing.
DATA
STORAGE CONSULTING SERVICES, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect 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 revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Income
tax
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
Net income (loss) per
share
The net
income (loss) per share is computed by dividing the net income (loss) by the
weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.
Financial
Instruments
The
carrying value of the Company’s financial instruments, including cash and cash
equivalents and accrued payables, as reported in the accompanying balance sheet,
approximates fair value.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
OPERATION
The
following discussion of our financial condition and results of operations should
be read in conjunction with, and is qualified in its entirety by, the
consolidated financial statements and notes thereto included in, Item 1 in this
Quarterly Report on Form 10-Q. This item contains forward-looking statements
that involve risks and uncertainties. Actual results may differ materially from
those indicated in such forward-looking statements.
Forward-Looking
Statements
This
Quarterly Report on Form 10-Q and the documents incorporated herein by reference
contain forward-looking statements. Such forward-looking statements
are based on current expectations, estimates, and projections about our
industry, management beliefs, and certain assumptions made by our
management. Words such as “anticipates”, “expects”, “intends”,
“plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar
expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties, and assumptions that are
difficult to predict; therefore, actual results may differ materially from those
expressed or forecasted in any such forward-looking
statements. Unless required by law, we undertake no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise. However, readers should
carefully review the risk factors set forth herein and in other reports and
documents that we file from time to time with the Securities and Exchange
Commission, particularly the Annual Reports on Form 10-KSB, Quarterly reports on
Form 10-Q and any Current Reports on Form 8-K.
Overview
and History
Data
Storage Consulting Services, Inc. sells data storage protection and consulting
services to small and medium businesses. We currently operate exclusively
in Colorado. We market and sell our products and services to directly to
business end users. We have a limited history of operations.
On March
7, 2008, we closed our registered public offering. We sold a total of 404,000
common shares at a price of $.25 per share, for a total of
$101,000.
Our
headquarters are located at 13990 Braun Road, Golden, CO 80401. Our phone number
at our headquarters is (303)883-9334. Our fiscal year end is December
31.
Results
of Operations
The
following discussion involves our results of operations for the quarters ending
September 30, 2008 and September 30, 200, for the nine months ending September
30, 2008 and September 30, 2007 and from inception (December 12, 2006) through
September 30, 2008.
For the
period from inception (December 12, 2006) through September 30, 2008 we had no
revenues.
Our
operating expenses consisted solely of general and administrative expenses for
all relevant periods. General and administrative expenses for the fiscal quarter
ended September 30, 2008 was $16,644. General and administrative expenses for
the fiscal quarter ended September 30, 2007 was $30. General and administrative
expenses for the nine months ended September 30, 2008 was $65,656. General and
administrative expenses for the nine months ended September 30, 2007 was $70.
General and administrative expenses from inception (December 12, 2006) through
September 30, 2008 were $74,206. The major components of these general and
administrative expenses were payments to independent contractors, professional
fees, and prepaid expenses. While our general and administrative expenses will
continue to be our largest expense item, we believe that this expense will
stabilize in the coming fiscal year as we reduce independent contractors,
professional fees, and prepaid expenses.
We had a
net loss of $16,641 for the fiscal quarter ended September 30, 2008, compared to
a net loss of $30 for the fiscal quarter ended September 30, 2007. We
had a net loss of $65,634 for the nine months ended September 30, 2008, compared
to a net loss of $70 for the nine months ended September 30, 2007. We had a net
loss from inception (December 12, 2006) through September 30, 2008 of
$74,184.
We
believe that overhead cost in current operations should remain fairly constant
as revenues develop. Each dollar of revenue will have minimal offsetting
overhead cost. If we can develop sufficient revenues, we could be profitable by
the end of fiscal year 2009.
Liquidity
and Capital Resources
As of
September 30, 2008, we had cash or cash equivalents of $736.
Net cash
used for operating activities was $66,329 for the nine months ended September
30, 2008, compared to cash provided by operating activities of $2,630 for the
nine months ended September 30, 2007. Net cash used for operating activities
from inception (December 12, 2006) through September 30, 2008 was
$64,129. .
We will
attempt to maintain overhead costs in current operations as we develop
revenues.
Cash
flows used for investing activities were $34,070 for the nine months ended
September 30, 2008, compared to cash used for investing activities of $10,465
for the nine months ended September 30, 2007. Cash flows used for investing
activities from inception (December 12, 2006) through September 30, 2008 were
$44,535. All cash flows were related to deferred offering costs.
Cash
flows provided by financing activities were $101,000 for the nine months ended
September 30, 2008, compared to cash provided by financing activities of $7,500
for the nine months ended September 30, 2007. Net cash provided by
financing activities from inception (December 12, 2006) through September 30,
2008 was $109,400. All of the cash flows were related to the sales of common
stock.
We
believe that our recent public offering will provide sufficient capital in the
short term for our current level of operations. This is because we believe that
we can attract sufficient additional product sales and services within our
present organizational structure and resources to become profitable in our
operations. Additional resources will be needed to expand into additional
locations, which we have no plans to do at this time.
Otherwise,
we do not anticipate needing to raise additional capital resources in the next
three months.
Until
current operations become cash flow positive, our officers and directors may be
required to fund the operations to continue the business. Other than our cash,
at this time we have no other resources on which to get funds if needed without
their assistance.
Our
principle source of liquidity is our operations. Our variation in revenues is
based upon the level of our sales activity and will account for the difference
between a profit and a loss. Also business activity is closely tied to the
economy of Denver and the U.S. economy. A slow down in interior design work will
have a negative impact to our business. In any case, we try to operate with
minimal overhead. Our primary activity will be to seek to expand the interior
design projects and, consequently, our sales. If we succeed in expanding our
client base and generating sufficient sales, we will become profitable. We
cannot guarantee that this will ever occur. Our plan is to build our company in
any manner which will be successful.
Plan
of Operation
Our plan
for the nest twelve is to operate at a profit or at break even. Our plan is to
attract sufficient additional product sales and services within our present
organizational structure and resources to become profitable in our
operations.
Currently,
we are conducting business in only one location in the Denver Metropolitan area.
We have no plans to expand into other locations or areas. We believe that we can
achieve profitability as we are presently organized with sufficient
business.
Other
than the shares offered by our recent public offering, no other source of
capital has been identified or sought.
If we are
not successful in our operations we will be faced with several
options:
|
1.
|
Cease
operations and go out of business;
|
|
2.
|
Continue
to seek alternative and acceptable sources of
capital;
|
|
3.
|
Bring
in additional capital that may result in a change of control;
or
|
|
4.
|
Identify
a candidate for acquisition that seeks access to the public marketplace
and its financing sources
|
Currently,
we have sufficient capital to implement our proposed business operations or to
sustain them for the next twelve months. If we can become profitable, we could
operate at our present level indefinitely.
With the
proceeds of our recent public offering, we believe that we can adjust our sales
and expenses to operate for at least one year before we become profitable or go
out of business.
To date,
we have never had any discussions with any possible acquisition candidate nor
have we any intention of doing so.
Proposed
Milestones to Implement Business Operations
At the
present time, we are operating from one location in the Denver Metropolitan
area. Our plan is to make our operation profitable by the end of our next fiscal
year. We estimate that we must generate approximately $3,000 in sales per month
to be profitable.
We
believe that we can be profitable or at break even by the end of the current
fiscal year, assuming sufficient sales. Based upon our current plans, we have
adjusted our operating expenses so that cash generated from operations and from
working capital financing is expected to be sufficient for the foreseeable
future to fund our operations at our currently forecasted levels. To try to
operate at a break-even level based upon our current level of anticipated
business activity, we believe that we must generate approximately $36,000 in
revenue per year. However, if our forecasts are inaccurate, we will need to
raise additional funds. On the other hand, we may choose to scale back our
operations to operate at break-even with a smaller level of business activity,
while adjusting our overhead to meet the revenue from current operations. In
addition, we expect that we will need to raise additional funds if we decide to
pursue more rapid expansion, the development of new or enhanced services and
products, appropriate responses to competitive pressures, or the acquisition of
complementary businesses or technologies, or if we must respond to unanticipated
events that require us to make additional investments. We cannot assure that
additional financing will be available when needed on favorable terms, or at
all.
We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $36,000
in operating costs over the next twelve months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business
No
commitments to provide additional funds have been made by management or current
shareholders. There is no assurance that additional funds will be made available
to us on terms that will be acceptable, or at all, if and when needed. We expect
to continue to generate and increase sales, but there can be no assurance we
will generate sales sufficient to continue operations or to expand.
We
also are planning to rely on the possibility of referrals from clients and will
strive to satisfy our clients. We believe that referrals will be an effective
form of advertising because of the quality of service that we bring to clients.
We believe that satisfied clients will bring more and repeat
clients.
In the
next 12 months, we do not intend to spend any material funds on research and
development and do not intend to purchase any large equipment.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements with any party.
Critical
Accounting Policies
Our
discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We evaluate our estimates on an ongoing basis, including those
related to provisions for uncollectible accounts receivable, inventories,
valuation of intangible assets and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
The
accounting policies that we follow are set forth in Note 2 to our financial
statements as included in this document. These accounting policies conform to
accounting principles generally accepted in the United States, and have been
consistently applied in the preparation of the financial
statements.
Recently
Issued Accounting Pronouncements
In
December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 123R "Share Based Payment." This
statement is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and its related implementation guidance. SFAS No. 123R addresses all
forms of share based payment ("SBP") awards including shares issued under
employee stock purchase plans, stock options, restricted stock and stock
appreciation rights. Under SFAS No. 123R, SBP awards result in a cost that will
be measured at fair value on the awards' grant date, based on the estimated
number of awards that are expected to vest. This statement is effective for
public entities that file as issuers, as of the beginning of the first interim
or annual reporting period that begins after December 15, 2005. We adopted this
pronouncement during the first quarter of 2005.
In
December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets -
An Amendment of APB Opinion No. 29. The amendments made by SFAS No. 153 are
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged. Further, the amendments
eliminate the narrow exception for non-monetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of non-monetary
assets that do not have "commercial substance." SFAS No. 153 is effective for
non-monetary asset exchanges occurring in fiscal periods beginning after June
15, 2005. The adoption of SFAS No. 153 on its effective date did not have a
material effect on our consolidated financial statements.
In March
2005, the FASB issued Financial Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations - an Interpretation of FASB Statement
No. 143", which specifies the accounting treatment for obligations associated
with the sale or disposal of an asset when there are legal requirements
attendant to such a disposition. We adopted this pronouncement in 2005, as
required, but there was no impact as there are no legal obligations associated
with the future sale or disposal of any assets.
In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections —
A Replacement of APB Opinion No. 20 and SFAS Statement No. 3". SFAS No. 154
changes the requirements for the accounting and reporting of a change in
accounting principle by requiring retrospective application to prior periods'
financial statements of the change in accounting principle, unless it is
impracticable to do so. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005. We
do not expect the adoption of SFAS No. 154 to have any impact on our
consolidated financial statements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
None.
ITEM
4. CONTROLS AND PROCEDURES
Not applicable
ITEM
4T. CONTROLS AND PROCEDURES
As of the
end of the period covered by this report, based on an evaluation of our
disclosure controls and procedures (as defined in Rules 13a -15(e) and
15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief
Financial Officer each have concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in our Exchange Act reports is recorded, processed, summarized, and reported
within the applicable time periods specified by the SEC’s rules and
forms.
There
were no changes in our internal controls over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
This
report does not include an attestation report of the company’s registered public
accounting firm regarding internal control over financial reporting. Identified
in connection with the evaluation required by paragraph (d) of Rule 240.13a-15
or Rule 240.15d-15 of this chapter that occurred during the registrant’s last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There are
no legal proceedings, to which we are a party, which could have a material
adverse effect on our business, financial condition or operating
results.
ITEM
1A. RISK FACTORS
You
should carefully consider the risks and uncertainties described below and the
other information in this document before deciding to invest in shares of our
common stock.
The
occurrence of any of the following risks could materially and adversely affect
our business, financial condition and operating result. In this case, the
trading price of our common stock could decline and you might lose all or part
of your investment.
RISKS
ASSOCIATED WITH OUR COMPANY:
We
have a limited operating history.
We
began operations in December, 2006. Since the inception of our current business
operations, we have been engaged in organizational activities, including
developing a strategic operating plan, developing processing technology, and
raising private capital. We have no production facilities. Accordingly, we have
no relevant operating history upon which an evaluation of our performance and
future prospects can be made.
We
have had a history of losses.
We incurred
a net loss of $16,641 for the fiscal quarter ended September 30, 2008. From
December 12, 2006 (date of inception) through September 30, 2008, we had a
net loss of $74,184. We may to continue to incur net losses for the foreseeable
future as we continue to further develop our business. Our ability to generate
and sustain significant additional revenues or achieve profitability will depend
upon the factors discussed elsewhere in this “Risk Factors” section. We cannot
assure you that we will achieve or sustain profitability or that our operating
losses will not increase in the future. If we do achieve profitability, we
cannot be certain that we can sustain or increase profitability on a quarterly
or annual basis in the future.
Because
we had incurred continuing operating losses, our accountants have expressed
doubts about our ability to continue as a going concern.
For the
fiscal years ended December 31, 2006 and 2007, our accountants have expressed
doubt about our ability to continue as a going concern as a result of our
continued net losses. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon:
|
♦
|
our
ability to locate clients who will purchase our products and use our
services and products; and
|
|
♦
|
our
ability to generate significant
revenues.
|
Based
upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating sufficient revenues. We
expect approximately $30,000 in operating costs over the next twelve months. We
cannot guarantee that we will be successful in generating sufficient revenues or
other funds in the future to cover these operating costs. Failure to generate
sufficient revenues will cause us to go out of business.
Our
limited operating history makes it difficult for us to evaluate our future
business prospects and make decisions based on those estimates of our future
performance.
The
concept for our business model was developed in 2006. We have operated as a
corporation but have a limited operating history, based upon no revenues and a
lack of profitability. These factors make it difficult to evaluate our business
on the basis of historical operations. As a consequence, our past results may
not be indicative of future results. Although this is true for any business, it
is particularly true for us because of our limited operating history. Reliance
on historical results may hinder our ability to anticipate and timely adapt to
increases or decreases in sales, revenues or expenses. For example, if we
overestimate our future sales for a particular period or periods based on our
historical growth rate, we may increase our overhead and other operating
expenses to a greater degree than we would have if we correctly anticipated the
lower sales level for that period and reduced our controllable expenses
accordingly. If we make poor budgetary decisions as a result of unreliable
historical data, we could be continue to incur losses, which may result in a
decline in our stock price.
We
have no experience as a public company.
We have
never operated as a public company. We have no experience in complying with the
various rules and regulations which are required of a public company. As a
result, we may not be able to operate successfully as a public company, even if
our operations are successful. We plan to comply with all of the various rules
and regulations which are required of a public company. However, if we cannot
operate successfully as a public company, your investment may be materially
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
We
are implementing a strategy to grow and expand our business, which is expensive
and may not generate increases in our revenues.
We intend
to expand our business, and we plan to incur expenses associated with our growth
and expansion. Although we recently raised funds through private offerings to
implement our growth strategy, these funds may not be adequate to offset all of
the expenses we incur in expanding our business. We will need to generate
greater revenues to offset expenses associated with our growth, and we may be
unsuccessful in achieving greater revenues, despite our attempts to grow our
business. If our growth strategies do not result in increased revenues, we may
have to abandon our plans for further growth or may even reduce the current size
of our operations.
We may need to raise additional
funds, and these funds may not be available when we need
them.
Based on
our current plans, we have adjusted our operating expenses so that cash
generated from operations and from working capital financing is expected to be
sufficient for the foreseeable future to fund our operations at our currently
forecasted levels. This has not always been the case, since we have had a
history of losses. To try to operate at a break-even level based upon our
current level of anticipated business activity, we believe that we must generate
approximately $30,000 in revenue per year. However, if our forecasts are
inaccurate, we will need to raise additional funds. On the other hand, we may
choose to scale back our operations to operate at break-even with a smaller
level of business activity, while adjusting our overhead to meet the revenue
from current operations. In addition, we expect that we will need to raise
additional funds if we decide to pursue more rapid expansion, the development of
new or enhanced services and products, appropriate responses to competitive
pressures, or the acquisition of complementary businesses or technologies, or if
we must respond to unanticipated events that require us to make additional
investments. . We cannot assure that additional financing will be available when
needed on favorable terms, or at all. If these funds are not available when we
need them, then we may need to change our business strategy and reduce our rate
of growth.
We
must effectively manage the growth of our operations, or we may outgrow our
current infrastructure.
As of
September 30, 2008, we had one employee, our President. If we experience rapid
growth of our operations, we could see a backlog of client orders. We can
resolve these capacity issues by hiring additional personnel and upgrading our
infrastructure. However, we cannot guarantee that sufficient additional
personnel will be available or that we will find suitable technology to aid our
growth. In any case, we will continue pursuing additional sales growth for our
company. Expanding our infrastructure will be expensive, and will require us to
train our workforce, and improve our financial and managerial controls to keep
pace with the growth of our operations.
Because
we are small and do not have much capital, we must limit our operations. A
company in our industry with limited operations has a smaller opportunity to be
successful.
Because
we are small and do not have much capital, we must limit our operations. We must
limit our operations to providing a limited range of products and services as
the only area in which we operate. Because we may have to limit our operations,
we may not generate sufficient sales to make a profit. If we do not make a
profit, we may have to suspend or cease operations.
Because
our current officers and directors are involved with other businesses, some of
which are in the same industry, the manner in which we operate may create the
possibility of a conflict of interest.
All of
our officers and directors are also involved with other businesses, some of
which are other businesses in the same industry. Messrs. Hanson, and Hartman are
involved in other businesses in the same industry. Messrs. Ross and Neil
Bernstein are involved in other business activities not related to the same
industry but which require their time and attention. All of these
other arrangements could create conflict of interest with respect to our
operations. Each of our officers and directors is aware of their
responsibilities with respect to corporate opportunities and plans to operate
our Company in such a manner as to minimize the effect of any conflict of
interest. Each officer and director has agreed to contract with the Company on
the same or better terms and conditions than each would with unaffiliated third
parties. Each of these officers and directors will use their best judgments to
resolve all potential conflicts. We cannot guarantee that any potential
conflicts can be avoided.
Our
success will be dependent upon our management.
Our
success will be dependent upon the decision making of our directors and
executive officers. These individuals intend to commit as much time as necessary
to our business, but this commitment is no assurance of success. The loss of any
or all of these individuals, particularly Messrs. Ross and Neil Bernstein, could
have a material, adverse impact on our operations. We have no written employment
agreements with any officers and directors, including Messrs. Ross and Neil
Bernstein. We have not obtained key man life insurance on the lives of any of
these individuals.
There
are risks associated with introducing new products. If we are not successful
with those product introductions, we will not realize on our investment in
developing those products.
We will
continue to evaluate opportunities to develop product solutions, and when we
choose to develop such products we will incur expenses in those development
efforts. Market acceptance of new products may be slow or less than we expect.
Our products also may not perform in a manner that is required by the market, or
our competitors may be more effective in reaching the market segments we are
targeting with these products. Slow market acceptance of these products will
delay or eliminate our ability to recover our investment in these products.
During any period that we unsuccessfully seek to market these products, we will
also incur marketing costs without corresponding revenue.
Our
ability to grow our business depends on relationships with others. We have no
established relationships at this time. We may never develop such
relationships. Further, if we were to lose those relationships, we could lose
our ability to sell certain of our products.
Most of
our revenue and a majority of our gross profit is expected to come from selling
integrated solutions, consisting of combinations of hardware and software
products produced by others. While our relationships will change from time to
time, we must rely upon technology partners to augment and enhance the products
we plan to sell. At the present time, we do not have any technology partners and
cannot guarantee we will ever develop any such partners. If we do develop such
partners, we risk that a given technology partner will change its marketing
strategy and de-emphasize its use of marketing partners such as us. Our ability
to generate revenue from reselling its products would diminish and
our operations and results of operations would be materially and adversely
affected.
We
are a relatively small company with limited resources compared to some of our
current and potential competitors, which may hinder our ability to compete
effectively.
Some of
our current and potential competitors have longer operating histories,
significantly greater resources, broader name recognition, and a larger
installed base of clients than we have. As a result, these competitors may have
greater credibility with our existing and potential clients. They also may be
able to adopt more aggressive pricing policies and devote greater resources to
the development, promotion and sale of their products than we can to ours, which
would allow them to respond more quickly than us to new or emerging technologies
or changes in client requirements. In addition, some of our current and
potential competitors have already established supplier or joint development
relationships with decision makers at our potential clients.
We
may be unable to hire and retain key personnel.
Our
future success depends on our ability to attract qualified storage technology
and geospatial imagery personnel. We may be unable to attract these necessary
personnel. If we fail to attract or retain skilled employees, or if a key
employee fails to perform in his or her current position, we may be unable to
generate sufficient revenue to offset our operating costs.
We
may need to substantially invest in marketing efforts in order to grow our
business, which will be expensive.
In order
to grow our business, we will need to develop and maintain widespread
recognition and acceptance of our company, our business model, our services and
our products. We have not presented our service and product offering to the
potential market. We plan to rely primarily on word of mouth from our existing
contacts we develop personally through industry events to promote and market
ourselves. In order to successfully grow our company, we may need to
significantly increase our financial commitment to creating awareness and
acceptance of our company among retailers, which would be expensive. To date,
marketing and advertising expenses have been negligible. If we fail to
successfully market and promote our business, we could lose potential clients to
our competitors, or our growth efforts may be ineffective. If we incur
significant expenses promoting and marketing ourselves, it could delay or
completely forestall our profitability.
Our
business is not diversified, which could result in significant fluctuations in
our operating results.
All of
our business is involved in the marketing of selling integrated data storage
solutions, and, accordingly, is dependent upon trends in the sector. Downturns
in the integrated data storage solutions sector could have a material adverse
effect on our business. A downturn in the integrated data storage solutions
sector may reduce our stock price, even if our business is
successful.
Our
directors have the ability to significantly influence any matters to be decided
by the stockholders, which may prevent or delay a change in control of our
company.
The
current members of our Board of Directors beneficially own, in the aggregate,
approximately 90% of our common stock, on a fully diluted basis. As a result, if
they choose to vote in concert, our directors are collectively able to
significantly influence the outcome of any corporate matters submitted to our
stockholders for approval, including any transaction that might cause a change
in control, such as a merger or acquisition. It is unlikely that stockholders in
favor of a matter, which is opposed by the Board of Directors, would be able to
obtain the number of votes necessary to overrule the vote of the Board of
Directors. Further, the control by the directors means that they may make
decisions for us with which you may disagree or that you may feel is not in our
best interests.
Risks Associated with our
Stock:
Buying
low-priced penny stocks is very risky and speculative.
The
shares are defined as a penny stock under the Securities and Exchange Act of
1934, and rules of the Commission. The Exchange Act and such penny stock rules
generally impose additional sales practice and disclosure requirements on
broker-dealers who sell our securities to persons other than certain accredited
investors who are, generally, institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 jointly with spouse, or in transactions not recommended by
the broker-dealer. For transactions covered by the penny stock rules, a
broker-dealer must make a suitability determination for each purchaser and
receive the purchaser's written agreement prior to the sale. In addition, the
broker-dealer must make certain mandated disclosures in penny stock
transactions, including the actual sale or purchase price and actual bid and
offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in this offering in the
public markets.
Our common stock currently has no
trading market and there is no guarantee a trading market will
ever develop for our securities.
There is
presently no demand for our common stock. There is presently no public market
for our shares. While we do intend to apply for quotation in the
Over-the-Counter Bulletin Board, we cannot guarantee that our application will
be approved and our stock listed and quoted for sale. If no market is ever
developed for our common stock, it will be difficult for you to sell any shares
you purchase in this offering. In such a case, you may find that you are unable
to achieve any benefit from your investment or liquidate your shares without
considerable delay, if at all. In addition, if we fail to have our common stock
quoted on a public trading market, your common stock will not have a
quantifiable value and it may be difficult, if not impossible, to ever resell
your shares, resulting in an inability to realize any value from your
investment.
The
over-the-counter market for stock such as ours has had extreme price and volume
fluctuations.
The
securities of companies such as ours have historically experienced extreme price
and volume fluctuations during certain periods. These broad market fluctuations
and other factors, such as new product developments and trends in the our
industry and in the investment markets generally, as well as economic conditions
and quarterly variations in our operational results, may have a negative effect
on the market price of our common stock.
All
of our common stock is restricted but could become eligible for resale under
Rule 144; this could cause the market price of our common stock to drop
significantly, even if our business is doing well.
Of our
total outstanding shares, 8,525,000, or approximately 96%, are restricted from
immediate resale but may be sold into the market subject to volume and manner of
sale limitations under Rule 144 beginning in December, 2007. This could cause
the market price of our common stock to drop significantly, even if our business
is doing well. We have outstanding 8,929,000 shares at August 1, 2008. This
includes the common shares we sold in our recent public offering, which may be
resold in the public market immediately.
As
restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived by
the market as intending to sell them.
We
do not expect to pay dividends on common stock.
We have
not paid any cash dividends with respect to our common stock, and it is unlikely
that we will pay any dividends on our common stock in the foreseeable future.
Earnings, if any, that we may realize will be retained in the business for
further development and expansion.
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
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
3.1*
|
|
Articles
of Incorporation
|
|
3.2*
|
|
Bylaws
|
|
31.1
|
|
Certification
of CEO pursuant to Sec. 302
|
|
31.2
|
|
Certification
of CFO pursuant to Sec. 302
|
|
32.1
|
|
Certification
of CEO pursuant to Sec. 906
|
|
32.2
|
|
Certification
of CFO pursuant to Sec. 906
|
*
Previously filed under cover of Form SB-2 on July 26, 2007.
Reports on Form
8-K
We filed
no under cover of Form 8K for the fiscal quarter ended September 30,
2008.
SIGNATURES
Pursuant
to the requirements 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 on November 19, 2008.
|
|
|
Data
Storage Consulting Services, Inc.
|
|
|
By:
|
/s/
Ross Bernstein
|
|
|
|
Ross
Bernstein
President
and Chief Executive Officer
|
|
|
By:
|
/s/
Neil Bernstein
|
|
|
|
Neil
Bernstein
|
|
|
|
Secretary-Treasurer,
Principal Accounting Officer, and Financial
Officer
|