SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported):
October 20,
2008
EURO
TREND INC.
(Exact
name of registrant as specified in Charter)
|
Nevada
|
98-0530147
|
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification No.)
|
875
Merrick Avenue
Westbury, NY
11590
(Address
of Principal Executive Offices)
(212)
564-4922
(Issuer
Telephone number)
13 Falcon
Hill
Lovers
Walk Tivoli, Cork, L2 0000Ireland
00-353-862-44-5850
(Former
name, former address and former fiscal year,
if
changed since last report)
Copies of
communications to:
RICHARD
I. ANSLOW, ESQ.
ANSLOW
& JACLIN, LLP
195
Route 9 South, Suite 204
Manalapan,
NJ 07726
TELEPHONE
NO.: (732) 409-1212
FACSIMILE
NO.: (732) 577-1188
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 1.01
Entry Into A Material Definitive
Agreement
As more
fully described in Item 2.01 below, we acquired Data Storage Corporation
(“Data Storage” or “DSC”) a data storage company that specializes in data
protection, data archival and disaster recovery in accordance with a Share
Exchange Agreement dated October 20, 2008 (“Exchange Agreement”) by and among
Euro Trend Inc., a Nevada corporation (“Euro Trend” or the Company), Data
Storage Corporation, a Delaware corporation, and the Shareholders of Data
Storage. The closing of the transaction took place on October 20,
2008 (the “Closing Date”). On the Closing Date, pursuant to the
terms of the Exchange Agreement, we acquired all of the outstanding capital
stock and ownership interests of Data Storage (the “Interests”) from the Data
Storage Shareholders; and the Data Storage Shareholders transferred and
contributed all of their interests to us. In exchange, we issued to the Data
Storage Shareholders 93,500,000 shares of our common stock (the “Data Storage
Shares”). Pursuant to the terms of the Exchange Agreement, Peter
O’Brien cancelled a total of 3,000,000 shares of Euro Trend common
stock.
Data
Storage is principally engaged in the sale of solutions that provide businesses
protection of critical electronic data, these services consist of data backup,
data replication, corporate compliance of data handling, while
insuring disaster recovery and business continuity.
Pursuant
to the Exchange Agreement, Data Storage became a wholly-owned subsidiary of Euro
Trend. A copy of the Exchange Agreement is included as Exhibit 2.1 to
this Current Report and is hereby incorporated by reference. All references to
the Exchange Agreement and other exhibits to this Current Report are qualified,
in their entirety, by the text of such exhibits.
This
transaction is discussed more fully in Section 2.01 of this Current Report. The
information therein is hereby incorporated in this Section 1.01 by
reference.
Item 2.01
Completion of Acquisition or
Disposition of Assets
On the
Closing Date, pursuant to the terms of the Exchange Agreement, we acquired all
of the outstanding capital stock and ownership interests of Data Storage from
the Data Storage Shareholders; and the Data Storage Shareholders transferred and
contributed all of their Interests to us. In exchange, we issued to
the Data Storage Shareholders 93,500,000 shares of our common stock, or
approximately 96% of our issued and outstanding common stock. On the
Closing Date, Data Storage became our wholly owned
subsidiary.
The above
transaction has been accounted for as a reverse merger (recapitalization) with
Data Storage being deemed the accounting acquirer and Euro Trend being deemed
the legal acquirer. Accordingly, all historical financial information presented
in all future filings of Euro Trend since October 20, 2008 (the date of the
reverse merger) will be that of Data Storage.
BUSINESS
Overview
Corporate
History
Euro
Trend Inc. was incorporated on March 27, 2007 under the laws of the State of
Nevada intending to commence business operations by distributing high-end
European made designer clothing in mass wholesale and retail markets throughout
Western Europe, Canada and the United States of America. On October 20, 2008 we
completed a Share Exchange Agreement whereby we acquired all of the outstanding
capital stock and ownership interests of Data Storage Corporation. In exchange
we issued 93,500,000 shares of our common stock to the Data Storage
Shareholders.
Description
of Data Storage
Data
Storage Corporation (“Data Storage” or “DSC”) was incorporated in Delaware on
August 29, 2001. Data Storage develops and manages customized, powerful, premium
solutions for data protection including: Storage Infrastructure Design and
Management, Business Continuity Planning and Disaster Recovery, Virtualization,
Archiving, Disk and Transaction Mirroring, and Internet Services..
Data
Storage derives revenues from the sale of solutions that provide businesses
protection of critical electronic data. At this time, these services consist
primarily of offsite data backup and de-duplication for disaster recovery and
business continuity purposes. We have operations in a non-collocated datacenter
in Westbury, New York and a disaster recovery facility which is located over
1,000 miles away from the primary data center in Westbury, leveraging another
non-collocated facility in Fort Lauderdale, Florida. We deliver our services
over a highly intelligent, reliable, redundant and secure fiber optic network,
with separate and diverse routes to the Internet. This network and geographical
diversity is important to clients seeking storage hosting and backup services,
as it ensures protection of data in the case of a network
interruption.
Data
Storage is in the position today to leverage our infrastructure to grow revenue
to significant levels by asset acquisition of data backup service providers’
customer bases. The aim is to reduce costs through economies of scale while
reducing competition in local markets and consolidating efforts during the
current economic downturn. Over 4,000 such service providers exist today;
providing DSC with ample acquisition targets. Initial base acquisitions will be
derived from companies that offer similar services to Data Storage as greater
economies of scale can be realized using this strategy. In the future, DSC
believes opportunities exist to acquire synergistic service providers to enhance
our products and services portfolio. We believe that the opportunity exists
today to roll up customer bases from resellers and software licensees of backup
software. This will enable Data Storage to create a national presence as the
premiere encrypted data depository; the National Data Bank. The roll up of these
technical consulting companies and system integrators will also form a powerful
distribution channel for both our current and future product and service
offerings. Acquisition activity including organic growth is forecasted at $3.7
Million for 2009 and $9.7 Million for 2010. These revenue outlooks form the base
line revenue for each consecutive year since revenue is monthly recurring and
normally under a three year agreement with clients.
The
marketplace providing data backup services are segmented into systems
integrators that have added data protection services as an additionally product
line adding to their bundle of services and products. In many situations, these
companies have purchased equipment and software licenses, and in others, they
simply resell without equipment and invoice their clients on a monthly recurring
basis. Ownership of the account is with the software licensee or software
company. The companies that resell or whom have purchased equipment have a
restricted exit and little upside, except for their recurring compensation,
which ranges from 20% to 50%. These potential acquisitions sell into their
client base and convert their clients from an older technology to data vaulting.
Data Storage’s position will be to invite these potential acquisition candidates
to roll up, receiving cash and stock while providing their exit. These
acquisitions will become members of the national brand, National Data Bank; a
USA secured and encrypted data depositary which is currently in process of
registration. The companies whom have sold their bases to Data Storage will have
this identification on their business card and continue to receive a royalty and
continue to sell Data Storage services. This movement will unite the system
integrator and their client with Data Storage forming a powerful distribution
channel and one that does not exist today in the industry.
Today
there exists over 4,000 companies selling backup services, from small providers
selling backup to the local business to large companies offering the ability to
house their client’s employees and equipment in a situation of disaster, a hot
site.
As a
complete industry overview the combined disk, and optical storage industry is
approaching $50B in revenue, while the storage management software industry now
exceeds $5B in annual revenue. The global data storage market is forecasted to
reach $39B by year 2010. It already reached $19.8B by 2005. The enterprise
storage market is in excess of $15B, the midrange storage market in excess of
$13B, the storage software market is in excess of $9B and the network attached
storage in excess of $2B.
More
specially as it relates to the services planned and currently being provided,
IDC analysts’ worldwide storage-as-a-service forecast (in terms of backup,
archiving, and replication) shows demand for DSC’s core services increasing to
over $1.4 billion in 2011, up from under $400 million in 2006. IDC’s worldwide
online backup services forecast shows that demand for online backup services
specifically is growing year over year from 2006 through 2011 at a minimum of
25%. The largest growth is seen coming from the SMB, followed by enterprise
customers. Virtual Tape Library’s has a market size of 5 billion by
2012.
Data
Storage’s target base will be the mid size marketplace, initially, less than 500
employees; acquiring customer bases that range from 15 to 500 employee size
clients initially during 2008 and 2009. Average monthly client invoices ranges
per account will be 250 – 2500 dollars. Organically, Data Storage will continue
to focus on major distribution channels; the healthcare industry and the
continuation of channel partners and distributors.
It is our
objective to build a national data protection solution provider protecting
corporate and healthcare information while satisfying the business continuity
and compliance requirements.
Healthcare
DPS, a division of Data Storage, provides outsourced data protection technology
and services for hospitals, nursing and residential care facilities, physician’s
offices, home healthcare service companies, dental offices, alternative
healthcare offices, outpatient care centers, ambulatory healthcare service
companies, and medical and diagnostic laboratories in the New York metropolitan
area. Healthcare DPS assists companies in complying with HIPAA and other federal
and local regulations on data protection.
With zero
tolerance for downtime, larger healthcare organizations require extremely
reliable mission-critical data protection services. A host of state and industry
regulators are now urging, and in some cases requiring, the development of
business continuity and disaster recovery plans to ensure the backup, protection
and recovery of data on a long-term basis. Internet Services over Ethernet is
rapidly becoming the technology of choice to address these critical data center
needs, because of its ability to provide transparent connectivity over the wide
area. Data Storage offers an array of services in order to satisfy all of the
aforementioned requirements.
Description
of Data Storage’s Business
Data
Storage provides online backup, data archival and disaster recovery service for
a range of businesses, at a competitive cost through the operation of an
internet and private network based service utilizing state of the art technology
and high calibre personnel. Under our current management, we have grown and
developed adding personnel to provide services in all time zones.
We
service customers from our New York premises which consist of modern offices and
a technology suite adapted to meet the needs of a technology based business. Our
primary role is to provide, maintain and develop the network hub hardware and
software to meet the needs of our customers.
Data
Storage varies its use of resource, technology and work processes to meet the
changing opportunities and challenges presented by the market and the internal
customer requirements.
Organizational
Profile
Services
We offer
the following services to our clients.
Archiving-Backup Lifecycle
Management (BLM)
Backup
data must be managed throughout its life cycle to provide the best data
protection, meet compliance regulations and to improve recovery time objectives
(RTO). The BLM Archiver offers policy-based file archiving and manages archiving
and restoration of data from backup sessions, reducing the cost of inactive
files on-line. It creates restorable point-in-time copies of backup sets for
historical reference to meet compliance objectives and creates Certificates of
Destruction. All of an enterprise's data can be placed into one of two
categories. Critical information is that which is needed for day-to-day
operations and resides in the system's primary storage for fast access.
Important information is the historical, legal and regulatory information that
can safely be archived to secondary storage, lower cost disk or tapes stored
offsite.
Backup
Lifecycle Management is a growing trend that promises substantial savings in
hardware and administration, but not if the existing backup system is
BLM-unfriendly. To achieve the expected return on investment (ROI), most
enterprises will find it well worth choosing Distributed Backup that replaces
traditional tape backup and integrates with BLM's unique technology for the
greatest reduction in cost and complexity.
While
there are many backup solutions on the market, not all are BLM-ready, even among
those that backup to disk. It is important to note that simply replacing tape
with low-cost disk will not provide the technological advantages of a tested,
technologically distinct BLM architecture.
Continuous Data Protection
(CDP) Appliance
As data
continually mounts in today’s fast-paced business environment, organizations
need to protect their systems on an ongoing basis, or risk losing
mission-critical data, information, and transactions, as well as associated
business revenue.
Continuous
data protection is the process whereby data is captured and replicated to a
separate storage location to ensure that a set of critical data is always
available. With CDP you can roll back data to any known good point in time
whenever necessary. In the event of a planned (maintenance, upgrade) or
unplanned outage from a corrupted/lost file to a system failure or site level
disaster, CDP ensures rapid data recovery to minimize downtime and data
loss.
We
provide a scalable CDP solution architecture designed to maximize business
continuity of mission-critical messaging and database applications for data
centers, dispersed branch offices, and even individual desktops and
notebooks.
CDP
solutions employ sophisticated I/O, CPU, and network throttling to achieve
efficiency and reliability. Moreover, to protect against connectivity failures
and interruptions, CDP features an auto resume mechanism that sustains
replication and adapts according to the environment to achieve optimal and
predictable performance.
Hard Disk Recovery by
DriveSavers.com
We are an
authorized reseller of DriveSavers hard disk recovery. DriveSavers’ advanced
engineering methods and certified Class 100 clean room enable us to recover data
from all hard drives, storage devices and removable media. We can recover from
devices that have been dropped, sustained water or fire damage, suffered
corruption, power failure, file deletion, or reformatting.
DriveSavers
works with all versions of Windows, Mac, NetWare, and UNIX. They recover data
from hard drives and removable media such as floppy diskettes, CD, or DVD. They
also recover from all types of servers, RAID, SAN, and NAS devices.
Microsoft Exchange
Backup
Continuous
Data Protection (CDP) for Exchange
CDP
provides a more efficient e-mail backup option based on its virtually unlimited
granularity to remove the data loss vulnerabilities between regularly scheduled
backups by optimizing Recover Point Objectives (RPO). As e-mail messages enter
the Exchange server, CDP monitors the mailboxes and will immediately send those
new e-mails to be backed up. Customers can now restore data from an infinite
number of backup points, while the backup window and recovery time objectives
are effectively reduced to zero. CDP is enabled for Microsoft Exchange using the
Message Level Restore (MLR) functionality.
Offsite Backup
Services
We
provide online backup services that transfer a client’s information over the
Internet or on a dedicated private circuit to our secure company owned off-site
storage location. Our online backup service provides the most advanced data
protection solution for small and medium businesses. Our service turns an
ordinary server into a powerful and fully automated network backup
device.
Even the
most efficient organization must deal with the rare or occasional system
maintenance, failures and outages. However, all businesses with intensive
reliance on IT must be ready for the more catastrophic failures, such as fire,
power outage or natural disaster. Our system addresses all data protection
needs, from around-the-clock always updated protection of servers to the
compliant archiving of data.
Virtual Tape Library
(VTL)
Data
Storage VTL addresses the issues associated with using physical tape as a
primary backup/restore medium. Using a variety of protocols, VTL transfers data
to and from disk-based virtual tapes at ultra-high speeds for fast backup and
reliable recovery.
Replication
with VTL enables cost-effective electronic transport for data recovery and
infrastructure consolidation. Replication can be bi-directional, many-to-one, or
on-to-many, providing highly efficient protection for any topology.
Only
newly-created unique data is replicated, requiring a fraction of the bandwidth
utilized by other technologies. Physical tape can be eliminated from
remote/branch offices and consolidated at a central site. Only a single copy of
data is replicated, even if it exists at multiple sites.
Tape is
widely used as a prime medium for satisfying long-term compliance and archiving
requirements. VTL maximizes the functionality of physical tape by offering
multiple methods for creating and managing tapes, providing the flexibility to
meet any required tape management schema.
Organizations
today need to protect data company-wide, from the data center to the remote
office. VTL is scalable solution deployed in companies of all sizes, from small
and mid-sized businesses to large enterprise environments protecting multiple
Petabytes of data. Whether customers require the simplicity of a single VTL or
have multi-node and high-availability requirements, they can use VTL
confidently, knowing that the solution will scale as their business
grows.
Competition
Principal
competitors by service sector are:
Data
Protection
Commvault
- a software
company focused primarily on data management. Uses singular architecture based
on Common Technology Engine to deliver data movement and expansion to changing
business requirements. Commvault offers a team of engineers and consultants for
customizing solutions for customers in six continents.
Fujitsu
– With
regional sites in 70 countries, Fujitsu is a leading provider of IT based
business solutions. Along with Fujitsu Siemens Computers, it is one of the
world’s top providers of servers. Services include consulting systems,
integration, IT infrastructure management, computer products and
telecommunication.
Hitachi
– is a
provider of servers, PCs, software, and telecommunications. The Information
& Telecommunication Systems segment is active in areas such as hardware,
communications infrastructure, hard disk drives and other storage products, as
well as the provision of systems integration services based on these
products.
Symantec
– parent
company of Norton is an industry leader in electronic messaging security,
offering solutions for instant messaging, anti-spam, anti-virus, legal and
content compliance, legal discovery and message archiving.
CA (Computer
Associates)
- offers data protection with a multi-layered solution that
combines data backup, security, replication and failover.
Data
De-Duplication
Diligent
– is an
innovator in enterprise-class disk-based data protection solutions. Recently
acquired by IBM, it is the inventor of ProtecTIER, de-duplication platform
capable of inline de-duplication, eliminating redundant data and amount of
physical storage required.
NetApp
– is a creator
of storage and data management solutions for maximizing cost efficiency,
offering single platform for a range of networked environments. Infrastructure
solutions include archive and compliance, business continuity, disk to disk
backup, storage consolidation and testing & development.
Overland Storage
–
this company offers a complete set of data protection appliances for small and
midrange customers, to reduce backup window and simplify data retention.
Emphasis is on improving data recovery speed and cost effective methods of
disaster recovery.
Quantum
– global
specialist in backup and recovery as well as archiving of data. It was the first
to market variable length de-duplication, virtual tape library for open systems
and unified disk to disk backup systems.
Virtual
Tape Library
Data Domain
- is
aimed at reducing or eliminating tape infrastructure with disk and network based
data protection. Services include file storage, backup, disaster recovery, long
term retention of enterprise data and litigation support as well as regulatory
compliance assistance.
Falconstor
–
implements solutions using Continuous Data Protector, virtual tape library and
network storage server. It offers a complete line of energy conscious
solutions for various industries using their IPstor storage virtualization
platform.
Sepaton
– is a provider of VTL solutions for data protection, offering
products and services to assist in a wide range of data protection issues such
as backup performance, regulatory/corporate compliance, disaster recovery and
containment of IT costs.
Off-Site
Data Vaulting
There are
many companies providing data vaulting services, from companies purchasing
wholesale without a data center or equipment and these that have invested in
equipment and software licensees. A smaller segment of companies have developed
software that provide for data vaulting some of which only license their
software and others that compete with their licensees.
Evault
– offers
online backup and recovery solutions allowing automatic storage of critical data
and off-site vaults. It offers a broad range of services including archiving,
email compliance, eDiscovery, business continuity planning and disaster recovery
testing.
Sungard
– is a leader
in software and processing technology for the financial services, higher
education and public sector industries. It is a major provider in information
availability solutions, managed IT as well as services for applications and data
center outsourcing.
Live
Vault / Iron Mountain - offers online backup and recovery solutions allowing
automatic storage of critical data and off-site vaults. It offers a broad range
of services including archiving, email compliance, eDiscovery.
Storage
Drives
IBM
– (International
Business Machines Corporation) specializes in computer and technology consulting
as well as manufacturing and selling computer hardware and software.
Infrastructure services include hosting, from mainframe to
nanotechnology.
Employees
The
Company currently employs six employees and is expected to add four additional
employees by year end.
RISK
FACTORS
You should
carefully consider the risks described below together with all of the other
information included in this report before making an investment decision with
regard to our securities. The statements contained in or incorporated into this
current report that are not historic facts are forward-looking statements that
are subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in or implied by forward-looking statements. If
any of the following risks actually occurs, our business, financial condition or
results of operations could be harmed. In that case, the trading price of our
common stock could decline, and you may lose all or part of your
investment.
Risks
Relating to Our Business
WE
DEPEND ON OUR KEY MANAGEMENT PERSONNEL AND THE LOSS OF THEIR SERVICES COULD
ADVERSELY AFFECT OUR BUSINESS.
We place
substantial reliance upon the efforts and abilities of our executive officers.
The loss of the services of any of our executive officers could have a material
adverse effect on our business, operations, revenues or prospects. We do not
currently have employment agreements with some of our officers. We do not
maintain key man life insurance on the lives of these individuals.
WE
NEED TO MANAGE GROWTH IN OPERATIONS TO MAXIMIZE OUR POTENTIAL GROWTH AND ACHIEVE
OUR EXPECTED REVENUES AND OUR FAILURE TO MANAGE GROWTH WILL CAUSE A DISRUPTION
OF OUR OPERATIONS RESULTING IN THE FAILURE TO GENERATE REVENUE.
In order
to maximize potential growth in our current and potential markets, we believe
that we must expand our marketing operations. This expansion will place a
significant strain on our management and our operational, accounting, and
information systems. We expect that we will need to continue to improve our
financial controls, operating procedures, and management information systems. We
will also need to effectively train, motivate, and manage our employees. Our
failure to manage our growth could disrupt our operations and ultimately prevent
us from generating the revenues we expect.
WE
MAY INCUR SIGNIFICANT COSTS TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE
AND ACCOUNTING REQUIREMENTS.
We may
incur significant costs associated with our public company reporting
requirements, costs associated with applicable corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002 and
other rules implemented by the Securities and Exchange Commission. We expect all
of these applicable rules and regulations to significantly increase our legal
and financial compliance costs and to make some activities more time consuming
and costly. We also expect that these applicable rules and regulations may make
it more difficult and more expensive for us to obtain director and officer
liability insurance and we may be required to accept reduced policy limits and
coverage or incur substantially higher costs to obtain the same or similar
coverage. As a result, it may be more difficult for us to attract and retain
qualified individuals to serve on our board of directors or as executive
officers. We are currently evaluating and monitoring developments with respect
to these newly applicable rules, and we cannot predict or estimate the amount of
additional costs we may incur or the timing of such costs.
WE
MAY NEVER ISSUE DIVIDENDS.
We did
not declare any dividends for the year ended October 31, 2007 and have not
declared any dividends to date in 2008. Our board of directors does not intend
to distribute dividends in the near future. The declaration, payment and amount
of any future dividends will be made at the discretion of the board of
directors, and will depend upon, among other things, the results of our
operations, cash flows and financial condition, operating and capital
requirements, and other factors as the board of directors considers relevant.
There is no assurance that future dividends will be paid, and, if dividends are
paid, there is no assurance with respect to the amount of any such
dividend.
FUTURE
ACQUISITIONS MAY HAVE AN ADVERSE EFFECT ON OUR ABILITY TO MANAGE OUR
BUSINESS.
If we are
presented with appropriate opportunities, we may acquire complementary
technologies or companies. Future acquisitions would expose us to potential
risks, including risks associated with the assimilation of new technologies and
personnel, unforeseen or hidden liabilities, the diversion of management
attention and resources from our existing business and the inability to generate
sufficient revenues to offset the costs and expenses of acquisitions. Any
difficulties encountered in the acquisition and integration process may have an
adverse effect on our ability to manage our business.
Risks
Related to Our Industry
OUR
ABILITY TO CONTINUE TO DEVELOP AND EXPAND OUR PRODUCT OFFERINGS TO ADDRESS
EMERGING BUSINESS DEMANDS AND TECHNOLOGICAL TRENDS WILL IMPACT OUR FUTURE
GROWTH. IF WE ARE NOT SUCCESSFUL IN MEETING THESE BUSINESS CHALLENGES, OUR
RESULTS OF OPERATIONS AND CASH FLOWS WILL BE MATERIALLY AND ADVERSELY
AFFECTED.
Our
ability to implement solutions for our customers incorporating new developments
and improvements in technology which translate into productivity improvements
for our customers and to develop product offerings that meet the current and
prospective customers’ needs are critical to our success. The markets we serve
are highly competitive. Our competitors may develop solutions or services which
make our offerings obsolete. Our ability to develop and implement up to date
solutions utilizing new technologies which meet evolving customer needs in
backup and disaster recovery solutions will impact our future revenue growth and
earnings.
OUR
PRIMARY MARKET CONSISTING OF SMALL TO MEDIUM BUSINESSES WITH INFORMATION
TECHNOLOGY REQUIREMENTS THAT CAN BE SERVICED BY OUR PRODUCTS, IS A HIGHLY
COMPETITIVE MARKET. IF WE ARE UNABLE TO COMPETE IN THIS HIGHLY COMPETITIVE
MARKET, OUR RESULTS OF OPERATIONS WILL BE MATERIALLY AND ADVERSELY
AFFECTED.
Our
competitors include large, technically competent and well capitalized companies.
As a result, the markets which we serve are highly competitive. This competition
may place downward pressure on operating margins in our industry. As a result,
we may not be able to maintain our current operating margins for our product
offerings in the future.
Any
reductions in margins will require that we effectively manage our cost
structure. If we fail to effectively manage our cost structure during periods
with declining margins, our results of operations will be adversely
affected.
THE
BACKUP AND DISASTER RECOVERY SPACE IS HIGHLY COMPETITIVE AND FRAGMENTED, WHICH
MEANS THAT OUR CUSTOMERS HAVE A NUMBER OF CHOICES FOR PROVIDERS OF SERVICES AND
PRODUCTS AND WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY.
The
market for our products is highly competitive. The market is fragmented, there
are a wide variety of product offerings with different capabilities, and no
company holds a dominant position. Consequently, our competition for clients
varies significantly Most of our competitors are larger and have greater
technical, financial, and marketing resources and greater name recognition than
we have in the markets we collectively serve. In addition, clients may elect to
increase their internal IT systems resources to satisfy their backup/disaster
recovery needs.
CHANGES
IN GOVERNMENT REGULATIONS AND LAWS AFFECTING THE IT INDUSTRY, INCLUDING
ACCOUNTING PRINCIPLES AND INTERPRETATIONS AND THE TAXATION OF DOMESTIC AND
FOREIGN OPERATIONS, COULD ADVERSELY AFFECT OUR RESULTS OF
OPERATIONS.
Changing
laws, regulations and standards relating to corporate governance and public
disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations,
are creating uncertainty for companies such as ours. These new or changed laws,
regulations and standards are subject to varying interpretations which, in many
instances, is due to their lack of specificity. As a result, the application of
these new standards and regulations in practice may evolve over time as new
guidance is provided by regulatory and governing bodies. This could result in
continuing uncertainty regarding compliance matters and higher costs
necessitated by ongoing revisions to disclosure and governance practices. We are
committed to maintaining high standards of corporate governance and public
disclosure. As a result, our efforts to comply with evolving laws, regulations
and standards have resulted in, and are likely to continue to result in,
increased general and administrative expenses and a diversion of management time
and attention from revenue-generating activities to compliance activities. In
particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of
2002 and the related regulations regarding our required assessment of our
internal controls over financial reporting and our independent auditors’ audit
of that assessment has required the commitment of significant internal,
financial and managerial resources.
The
Financial Accounting Standards Board, SEC or other accounting rulemaking
authorities may issue new accounting rules or standards that are different than
those that we presently apply to our financial results. Such new accounting
rules or standards could require significant changes from the way we currently
report our financial condition, results of operations or cash
flows.
U.S.
generally accepted accounting principles have been the subject of frequent
interpretations. As a result of the enactment of the Sarbanes-Oxley Act of 2002
and the review of accounting policies by the SEC as well as by national and
international accounting standards bodies, the frequency of future accounting
policy changes may accelerate. Such future changes in financial accounting
standards may have a significant effect on our reported results of operations,
including results of transactions entered into before the effective date of the
changes.
We are
subject to income taxes in the United States. Our provision for income taxes and
our tax liability in the future could be adversely affected by numerous factors
including, but not limited to, changes in the valuation of deferred tax assets
and liabilities, and changes in tax laws, regulations, accounting principles or
interpretations thereof, which could adversely impact our financial condition,
results of operations and cash flows in future periods.
Risks
Associated with our Securities
We may be
subject now and in the future to the SEC’s “penny stock” rules if our shares of
common stock sell below $5.00 per share. Penny stocks generally are
equity securities
with a price of less than $5.00. The penny stock
rules require broker-dealers to deliver a standardized risk disclosure document
prepared by the SEC which provides information about penny stocks and the nature
and level
of risks in the penny stock market. The broker-dealer
must also provide the
customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson, and monthly account
statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information must
be given to the customer orally or in writing prior to completing the
transaction and must be given to the customer in writing before or with the
customer's confirmation.
In
addition, the penny stock rules require that prior to a transaction, the broker
dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.
The penny stock rules are burdensome and may reduce
purchases of any offerings and reduce the trading activity for shares of our
common stock. As long as our shares of common stock
are
subject to the penny stock rules, the holders of such shares of common stock may
find it more difficult to sell their securities.
OUR
SHARES OF COMMON STOCK ARE VERY THINLY TRADED, AND THE PRICE MAY NOT REFLECT OUR
VALUE AND THERE CAN BE NO ASSURANCE THAT THERE WILL BE AN ACTIVE MARKET FOR OUR
SHARES OF COMMON STOCK EITHER NOW OR IN THE FUTURE.
Our
shares of common stock are very thinly traded, and the price if traded may not
reflect our value. There can be no assurance that there will be an active market
for our shares of common stock either now or in the future. The market liquidity
will be dependent on the perception of our operating business and any steps that
our management might take to bring us to the awareness of investors. There can
be no assurance given that there will be any awareness generated. Consequently,
investors may not be able to liquidate their investment or liquidate it at a
price that reflects the value of the business. If a more active market should
develop, the price may be highly volatile. Because there may be a low price for
our shares of common stock, many brokerage firms may not be willing to effect
transactions in the securities. Even if an investor finds a broker willing to
effect a transaction in the shares of our common stock, the combination of
brokerage commissions, transfer fees, taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such shares of common stock as collateral for any loans.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Forward-Looking
Statements
The
following discussion may contain certain forward-looking statements. Such
statements are not covered by the safe harbor provisions. These statements
include the plans and objectives of management for future growth of the Company,
including plans and objectives related to the consummation of acquisitions and
future private and public issuances of the Company's equity and debt securities.
The forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate and, therefore, there can be no assurance that
the forward-looking statements included in this report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.
The words
“we,” “us” and “our” refer to the Company. The words or phrases “would be,”
“will allow,” “intends to,” “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimate,” “project,” or similar expressions are
intended to identify “forward-looking statements.” Actual results could differ
materially from those projected in the forward looking statements as a result of
a number of risks and uncertainties, including but not limited to: (a) limited
amount of resources devoted to achieving our business plan; (b) our failure to
implement our business plan within the time period we originally planned to
accomplish; (c) our strategies for dealing with negative cash flow; and (d)
other risks that are discussed in this report or included in our previous
filings with the Securities and Exchange Commission.
COMPANY
OVERVIEW
Data
Storage provides online backup, data archival and disaster recovery service to
businesses at a competitive cost through the operation of an internet and
private network based service utilizing state of the art technology and high
calibre personnel. Under our current management, we have grown and developed
adding personnel to provide a service in all time zones.
We
service customers from our New York premises which consist of modern offices and
a technology suite adapted to meet the needs of a technology based business. Our
primary role is to provide, maintain and develop the network hub hardware and
software to meet the needs of our customers.
Data
Storage varies its use of resource, technology and work processes to meet the
changing opportunities and challenges presented by the market and the internal
customer requirements.
PLAN
OF OPERATIONS
Data
Storage is in the position today to leverage our excellent infrastructure to
grow revenue to significant levels by asset acquisition of data backup service
providers’ customer bases. The aim is to reduce costs through economies of scale
while reducing competition in local markets and consolidating efforts during the
current economic downturn. Over 4,000 such service providers exist today;
providing us with ample acquisition targets. Initial base acquisitions will come
from companies that offer similar services to Data Storage as greater economies
of scale can be realized using this strategy. In the future, we see
opportunities to acquire synergistic service providers to enhance or products
and services portfolio. We believe that the opportunity exists today to roll up
customer bases from resellers and software licensees of backup software. This
will enable Data Storage to create a national presence as the premiere encrypted
data depository; the National Data Bank. The roll up of these technical
consulting companies and system integrators will also form a powerful
distribution channel for both our current and future product and service
offerings. Acquisition activity including organic growth is forecasted at $3.7
Million for 2009 and $9.7 Million for 2010.
The
marketplace providing data backup services are segmented into systems
integrators that have added data protection services as an additionally product
line adding to their bundle of services and products. In many situations, these
companies have purchased equipment and software licenses, and in others, they
simply resell without equipment and invoice their clients on a monthly recurring
basis. Ownership of the account is with the software license or software
company. The companies that resell or whom have purchased equipment have a
restricted exit and little upside, except for their recurring compensation,
which ranges from 20% to 50%. These potential acquisitions sell into their
client base and convert their clients from an older technology to data vaulting.
Data Storage’s position will be to invite these potential acquisition candidates
to roll up, receiving cash and stock while providing their exit. These
acquisitions will become members of the national brand, National Data Bank; a
USA secured and encrypted data depository. The companies whom have sold their
bases to Data Storage will have this identification on their business card and
continue to receive a royalty and continue to sell Data Storage services. This
movement will unite the system integrator and their client with Data Storage
forming a powerful distribution channel and one that does not exist today in the
industry.
Today
there exists over 4,000 companies selling backup services, from small providers
selling backup to the local business to large companies offering the ability to
house their client’s employees and equipment in a situation of disaster, a hot
site.
Today,
the products and services that Data Storage offers are the following: Data
Vaulting with a market size of 5 billion by 2013, Virtual Tape Library’s with a
market size of 5 billion by 2010; Data Replication; and, Professional Services
with Business Continuity Planning Services. Data Storage’s target base will be
the mid size marketplace, initially, less the 500 employees; acquiring customer
bases that range from 15 to 500 employee size clients initially during 2008 and
2009. Average revenue ranges per account will be $250 – $2,500 per month.
Organically, Data Storage will continue to focus on major distribution channels;
the healthcare industry and the continuation of channel partners and
distributors.
It is our
objective to build a national data protection solution provider protecting
corporate and healthcare information while satisfying the business continuity
and compliance requirements.
Through
Healthcare DPS, a division of Data Storage, we provide outsourced data
protection technology and services for hospitals, nursing and residential care
facilities, physician’s offices, home healthcare service companies, dental
offices, alternative healthcare offices, outpatient care centers, ambulatory
healthcare service companies, and medical and diagnostic laboratories in the New
York metropolitan area. Healthcare DPS assists companies in complying
with HIPAA and other federal and local regulations on data
protection.
With zero
tolerance for downtime, larger healthcare organizations require extremely
reliable mission-critical data protection services. A host of state and industry
regulators are now urging, and in some cases requiring, the development of
business continuity and disaster recovery plans to ensure the backup, protection
and recovery of data on a long-term basis. Internet Services over Ethernet is
rapidly becoming the technology of choice to address these critical data center
needs, because of its ability to provide transparent connectivity over the wide
area. Data Storage offers an array of services in order to satisfy all of the
aforementioned requirements.
Principal Factors Affecting our
Financial Performance
We
believe that the following factors affect our financial
performance:
|
·
|
Ability
to successfully negotiate asset acquisitions of other data storage
providers
|
|
·
|
Ability
to continue to sell services
|
|
·
|
Risk
of price compression in the
industry
|
Results
of Operations
DATA
STORAGE CORPORATION
STATEMENTS
OF OPERATIONS
YEARS
ENDED DECEMBER 31, 2007 AND 2006
|
2007
|
2006
|
|||||||
|
Sales
|
$ | 668,172 | $ | 418,347 | ||||
|
Cost
of sales
|
339,223 | 345,819 | ||||||
|
Gross
Profit
|
328,949 | 72,528 | ||||||
|
Selling,
general and administrative
|
574,130 | 456,891 | ||||||
|
Loss
from Operations
|
(245,181 | ) | (384,363 | ) | ||||
|
Other
Income:
|
||||||||
|
Interest
Income
|
674 | 543 | ||||||
|
Other
Income
|
- | 420 | ||||||
|
Total
Other Income
|
674 | 963 | ||||||
|
Loss
before provision for income taxes
|
(244,507 | ) | (383,400 | ) | ||||
|
Provision
for income taxes
|
- | - | ||||||
|
Net
Loss
|
$ | (244,507 | ) | $ | (383,400 | ) | ||
Net
Revenue
Net
Revenues increased $249,825 from $418,347 for the year ended December 31, 2006
to $668,172 for the year ended December 31, 2007 or 59.72%. This is
principally due to sales to new customers and growth coming from increased sales
to existing customers
Cost
of Goods Sold
Cost of
Goods sold decreased $6,596 from $345,819 for the year ended December 31, 2006
to $339,223 for the year ended December 31, 2007. This decrease is
primarily due to a restructuring of customer service employees.
Gross
profit percentage
Gross
profit percentage increased 31.9% from 17.3% for the year ended December 31,
2006 to 49.2% for the year ended December 31, 2007. This is due to
the fact that the data center operations did not require significant additional
expense to support the growth in customer base.
Selling General & Administrative
Selling
General & Administrative expenses increased by $117,239 from $456,891 for
the year ended December 31, 2006 to $574,130 for the year ended December 31,
2007. This was principally due to the addition of management salaries
of $79,231 and telemarketing salaries of $45,916
DATA
STORAGE CORPORATION
STATEMENTS
OF OPERATIONS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
|
2008
|
2007
|
|||||||
|
Sales
|
$ | 328,587 | $ | 337,917 | ||||
|
Cost
of sales
|
163,603 | 169,667 | ||||||
|
Gross
Profit
|
164,984 | 168,250 | ||||||
|
Selling,
general and administrative
|
286,644 | 280,191 | ||||||
|
Loss
from Operations
|
(121,660 | ) | (111,941 | ) | ||||
|
Other
Income (expense):
|
||||||||
|
Interest
Income
|
36 | 630 | ||||||
|
Interest
Expense
|
(876 | ) |
-
|
|||||
|
Total
Other Income (Expense)
|
(840 | ) | 630 | |||||
|
Loss
before provision for income taxes
|
(122,500 | ) | (111,311 | ) | ||||
|
Provision
for income taxes
|
- | - | ||||||
|
Net
Loss
|
$ | (122,500 | ) | $ | (111,311 | ) | ||
Net
Revenue
Net revenue declined by $9,330 from
$337,917 in the six months ended June 30, 2007 to $328,587 for the six months
ended June 30, 2008. This represented a decrease of
2.76
%
Cost of
Goods Sold
Cost of
goods sold remained consistent at 50% for both periods presented
Selling
General & Administrative Expenses
Selling,
General & Administrative expenses increased $6,453 or 2.3% from $280,191 for
the six months ended June 30, 2007 to $286,644 for the six months ended June 30,
2008. This is principally due to general inflation increases in
costs.
LIQUIDITY
AND CAPITAL RESOURCES
The
Company currently generates its cash flow through operations which it believes
will be sufficient to sustain current level operations for at least the next
twelve months. In 2008 we intend to continue to work to increase our
presence in the marketplace through both organic growth and acquisition of data
storage service provider’s assets.
To the
extent we are successful in growing our business, identifying potential
acquisition targets and negotiating the terms of such acquisition, and the
purchase price includes a cash component, we plan to use our working capital and
the proceeds of any financing to finance such acquisition costs. Our opinion
concerning our liquidity is based on current information. If this information
proves to be inaccurate, or if circumstances change, we may not be able to meet
our liquidity needs.
During
the calendar year 2007 the company’s cash increased $14,177 to $37,803. The
Company’s principal shareholder funded the company’s capital needs for the year
ended December 31, 2007 on an as needed basis.
The
Company’s working capital increased $1.3 million from between July 1, 2008 and
October 15, 2008. This increase arose from the sale of preferred stock to 4
individuals who were not previously shareholders of the Company.
MANAGEMENT
Appointment
of New Directors
Effective
as of the closing of the exchange transaction, and subject to applicable
regulatory requirements, Mr. Peter O’ Brien our former President, Chief
Executive Officer, Chief Financial Officer, Principal Accounting Officer,
Treasurer, and Sole Director resigned from all positions held with the
Company.
The
following table sets forth the names, ages, and positions of our new executive
officers and directors as of the Closing Date. Executive officers are elected
annually by our Board of Directors. Each executive officer holds his office
until he resigns, is removed by the Board, or his successor is elected and
qualified. Directors are elected annually by our stockholders at the annual
meeting. Each director holds his office until his successor is elected and
qualified or his earlier resignation or removal.
|
NAME
|
AGE
|
POSITION
|
|
Charles
M. Piluso
|
55
|
President,
Chief Executive Officer, Chief Financial Officer, Principal Accounting
Officer, Chairman of the Board and Treasurer
|
|
Jason
Nocco
|
29
|
Secretary
|
|
Lawrence
A. Maglione
|
46
|
Director
|
|
Richard
P. Rebetti, Jr.
|
42
|
Director
|
|
John
Argen
|
54
|
Director
|
|
Joseph
B. Hoffman
|
51
|
Director
|
|
Jan
Burman
|
56
|
Director
|
|
Biagio
Civale
|
73
|
Director
|
Charles M. Piluso,
President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Chairman of the Board and Treasurer
Prior to
Data Storage Corporation, Mr. Piluso founded North American Telecommunication
Corporation; facilities based Competitive Local Exchange Carrier licensed by the
Public Service Commission in ten states, serving as the company's Chairman and
President from 1997 to 2000. Between 1990 and 1997, Mr. Piluso served as
Chairman & founder of International Telecommunications Corporation, a
facilities-based international carrier licensed by the Federal Communications
Commission.
Founded International Telecommunications Corporation in 1990 and grew from two employees to 135 employees with $170 million in revenues by 1997. The company had operations, agreements and partnerships in many countries including Russia, Ukraine, Jordan, Israel, United Kingdom, Dominican Republic, Chile and Canada. During his tenure, Mr. Piluso grew the company to the fifth largest international facilities based carrier in the USA within five years. In 1995 Mr. Piluso sold an interest to Ronald Lauder’s Venture Group and then finally cashed out in 1997 to a Latin America Group.
Mr.
Piluso's career in the telecommunications industry began in 1978 when he joined
ITT Corporation's Telephone Equipment Division. Over the years, Mr. Piluso was
promoted from Sales to Sales Management, Marketing and Business Development in
their Long Distance Division until 1984. He left ITT to become the General
Manager of the New York region for United Technologies Corporation’s telephone
unit.
Mr.
Piluso graduated from St. John's University in 1976 with a Bachelor's Degree,
received a Master's of Arts in Political Science and Public Administration, and
earned a Masters of Business Administration in May 1986. Mr. Piluso was an
Instructor Professor at St. John's University from 1986 through 1988 in the
College of Business. Member of the Board of Trustees: Molloy College;
Member of the Board of Governors: Saint John’s University; and, received the
2001 Outstanding Alumni Award: Saint John’s University.
Jason Nocco,
Secretary
Mr. Nocco
joined Data Storage Corporation in 2001 and was promoted to Secretary in 2008.
Mr. Nocco is responsible for Data Storage Corporation's Information Technology
including Data Center Management, Technical Support Group, Client Installation,
Channel Partner Support and Client Help Desk. Prior to Data Storage
Corporation, Mr. Nocco was employed by Cablevision Systems Corporation and The
Dime Bank. Mr. Nocco holds a Bachelors of Science in Computer Technology and
Networking from State University of New York and is also a graduate of the
Executive Master’s in Business Administration degree program at the Zicklin
School of Business at CUNY Baruch College.
Lawrence A. Maglione,
Director
Mr.
Maglione is a partner in the accounting firm Eisner & Maglione CPAs,
LLC. Mr. Maglione, a co-founder of Data Storage Corporation, is a
financial management veteran with more than 24 years of experience. Prior to
joining Data Storage Corporation Mr. Maglione was a co-founder of North American
Telecommunications Corporation, a local phone service provider which provides
local and long distance telephone services and data connectivity to small and
medium sized businesses.
At North
American Telecommunications Corporation Mr. Maglione was Chief Financial
Officer, Executive Vice President and was responsible for all finance, legal and
administration. During his tenor Mr. Maglione successfully raised over $100
million in debt and equity funding for North American Telecommunications
Corporation.
Prior to
North American Telecommunications Corporation Mr. Maglione spent over 14 years
in public accounting and he brings a broad range of experience related to
companies in the technology, retail services and manufacturing
industries.
Mr.
Maglione is a member of the American Institute of Certified Public Accountants
and the New York State Society of CPAs. He holds a Bachelor of Science degree in
Accounting; a Master’s of Science in Taxation and is a Certified Public
Accountant.
Richard P. Rebetti Jr.,
Director
Prior to
working for Data Storage Corporation, Mr. Rebetti was a co-founder of North
American Telecommunications Corporation, where he worked from September of 1997
through February of 2001. North American Telecom is a competitive local exchange
carrier offering local, long distance and data services to small and medium size
businesses.
Mr.
Rebetti was responsible for Systems and Technology, which included, Information
Systems, Internet services, service delivery and Operational Support Systems.
During the initial two years he was also responsible for billing, corporate
marketing and client care.
Prior to
working for North American Telecommunications Corporation, Mr. Rebetti worked
for RSL COM, U.S.A., Inc., formally International Telecommunications Corporation
(ITC). He was a co-founder of ITC in May of 1990. During his first 5 years at
ITC, he was responsible for setting up and managing the accounting, billing and
M.I.S. departments. During his last year and a half at RSL COM, U.S.A., Inc. he
was President of RSL Com PriceCall, Inc. RSL Com PriceCall was the enhanced
services division of RSL COM, U.S.A., Inc. During his tenure as President of
PrimeCall, annual revenue went from $4,000,000 in 1995 to $40,000,000 in
1997.
Mr.
Rebetti has a Bachelors of Science Degree in Finance and an Advanced
Professional Certificate in Accounting from St. John's University, New York, as
well as a Masters of Business Administration in Management from City University
of New York, Baruch College.
John Argen,
Director
John
Argen is a Business Consultant and Developer specializing in the information
technology, telecommunications and construction industries. He is a seasoned
professional that brings 30 years of experience and entrepreneurial success from
working with small business owners to Fortune 500 firms.
From 1992
to 2003, John Argen was the CEO and founder of DCC Systems, a privately held
nationwide Technology Design / Build Construction Development and Consulting
Solutions firm. Mr. Argen built DCC Systems from the ground up, re-engineering
the firm several times to meet the needs of its clientele and enabled DCC
Systems to produced gross revenues exceeding 100 million dollars in
2000.
John
has been a guest speaker at numerous corporate seminars and industry shows. He
has been featured on NBC’s “Business Now” which accredited his Technology
Construction Management methodology as an innovative process for implementing
high tech projects on time and within budget.
Prior to
DCC Systems Mr. Argen held senior management positions at ITT/Metromedia (15
years) and was VP of Engineering & Operations at DataNet, a Wilcox &
Gibbs company (2 years). Throughout his corporate tenure he has worked in
Operations, Marketing, Systems Engineering, Telecommunications and Information
Technology. In a career that spans 30 years e he has had full responsibility for
technology related and construction projects worth over a billion
dollars.
John
Argen graduated Pace University with a BPS in Finance. His commitment to
continued education is reflected in his completion to over 2000 hours of
corporate sponsored courses. Mr. Argen also holds a Federal Communication
Commission (FCC) Radio Telephone 1
st
Class
License.
Joseph B.
Hoffman
Mr.
Hoffman, a partner with Kelley Drye & Warren LLP, is a business lawyer with
special focus in telecommunications transactions. Mr. Hoffman's practice
encompasses a wide variety of issues confronting telecom and technology
companies. He advises on purchase and sale of assets and companies as well as
financing transactions, including venture capital, equipment leasing and
institutional, and executive compensation matters.
He also
represents investment companies, real estate developers, lenders and
thoroughbred industry interests with respect to various corporate, financing,
real estate and tax matters. Mr. Hoffman heads up the Commercial Group in Kelley
Drye & Warren's Tysons Corner, Virginia and Washington offices
Jan
Burman
Since
1978, Jan Burman has brought a unique style and personal sensitivity to the
business of real estate development. He has an insight for spotting hidden
opportunities that lesser-trained eyes overlook. This adds up to consistent
results: value for partners, dividends for investors, and outstanding properties
for tenants and buyers. Among his successes: a divestiture of nearly $140
million in holdings to First Industrial Realty Trust; he conceived and developed
LI’s largest independent “golden age” community to date, The Meadows; he
co-developed The Bristal, a growing family of prestigious Assisted Living
communities; and, over the years, he has collaborated on the purchase and/or
development of over 15 million square feet of property, from Canada to Florida.
Jan, also a CPA, is the founder, past president and chairman of ABLI, the
Association for a Better Long Island, which is an aggressive multi-focus lobby
created to protect the economic needs of Nassau and Suffolk Counties. He is also
a member of the Corporate Advisory Council for the School of Management at
Syracuse University, from where he received his MBA.
Biagio
Civale
Mr.
Civale has a long, successful career in Telecommunications and as a
distinguished Arbitrator with both NASD Regulations, Inc. and the American
Arbitration Association. As an Arbitrator over the past 32 years, he has dealt
with issues surrounding the performance of and adherence to contracts and
relationships and responsibilities between and among Clients and
Stockbrokers.
As Vice
President of Business Development for North American Telecom, Mr. Civale created
new business opportunities and alliances around the globe. As Regional Vice
President for RSLCOM, he planned and implemented an international
Telecommunications network inter-connecting 22 countries on four continents.
And, as VP of International Business Development for International
Telecommunications Corporation, he was directly responsible for obtaining
operating agreements with 24 countries and reached 5th
internationally.
Prior to
International Telecommunications Corporation, Mr. Civale held various General
Management positions with a number of International Business Concerns. Mr.
Civale is fluent in 5 languages, has a degree from the University of Pisa and
has studied Law at the University of Florence. Mr. Civale is also a member of
the Data Storage Corporation Board of Directors.
Employment
Agreements/ Terms of Office
None
Family
Relationships
None
Code
of Ethics
We
currently do not have a code of ethics that applies to our officers, employees
and directors, including our Chief Executive Officer and senior
executives. The company will institute a code of ethics clause into the new
employee manual and directors program, in 2009.
Conflicts
of Interest
Certain
potential conflicts of interest are inherent in the relationships between our
officers and directors, and us.
From time
to time, one or more of our affiliates may form or hold an ownership interest in
and/or manage other businesses both related and unrelated to the type of
business that we own and operate. These persons expect to continue to
form, hold an ownership interest in and/or manage additional other businesses
which may compete with ours with respect to operations, including financing and
marketing, management time and services and potential
customers. These activities may give rise to conflicts between or
among the interests of us and other businesses with which our affiliates are
associated. Our affiliates are in no way prohibited from undertaking
such activities, and neither we nor our shareholders will have any right to
require participation in such other activities.
Further,
because we intend to transact business with some of our officers, directors and
affiliates, as well as with firms in which some of our officers, directors or
affiliates have a material interest, potential conflicts may arise between the
respective interests of us and these related persons or entities. We
believe that such transactions will be effected on terms at least as favorable
to us as those available from unrelated third parties.
With
respect to transactions involving real or apparent conflicts of interest, we
have adopted policies and procedures which require that: (i) the fact of the
relationship or interest giving rise to the potential conflict be disclosed or
known to the directors who authorize or approve the transaction prior to such
authorization or approval, (ii) the transaction be approved by a majority of our
disinterested outside directors, and (iii) the transaction be fair and
reasonable to us at the time it is authorized or approved by our
directors.
EXECUTIVE
COMPENSATION
EURO
TREND INC EXECUTIVE COMPENSATION SUMMARY
Summary
Compensation Table
The following
table shows for the periods ended December 31, 2007 and 2006, compensation
awarded to or paid to, or earned by, our Chief Executive Officer, and our
Secretary/Treasurer (the “Named Executive Officers”).
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Option
Awards
|
Total
|
|
Peter
O’Brien (1) President, Chief Executive Officer, Treasurer, and
Secretary
|
2007
|
-
|
-
|
-
|
-
|
(1) Peter
O’Brien resigned as our sole officer and director as of the Closing
Date.
Outstanding
Equity Awards at Fiscal Year End
There are no
outstanding equity awards at October 30, 2007.
DATA
STORAGE CORPORATION EXECUTIVE COMPENSATION SUMMARY
|
12/31/2006
Fiscal Year
|
12/31/2007
Fiscal Year
|
||
|
Name
|
Title
|
Annual
Salary (US$)
|
Annual
Salary (US$)
|
|
Charles
M. Piluso
|
President,
Chief Executive Officer, Chief Financial Officer, Principal Accounting
Officer & Chairman of the Board
|
$
0
|
$
0
|
|
Jason
Nocco
|
Secretary
|
$
79,999
|
$
79,230
|
Director
Compensation
Our
directors will not receive a fee for attending each board of directors meeting
or meeting of a committee of the board of directors. All directors will be
reimbursed for their reasonable out-of-pocket expenses incurred in connection
with attending board of director and committee meetings. It is the intention of
the company to institute a Stock option plan for directors and key employees
during the next twelve months.
Certain
Relationships and Related Transactions
We will
present all possible transactions between us and our officers, directors or 5%
stockholders, and our affiliates to the Board of Directors for their
consideration and approval. Any such transaction will require approval by a
majority of the disinterested directors and such transactions will be on terms
no less favorable than those available to disinterested third
parties.
PRINCIPAL
STOCKHOLDERS
Pre-Closing
The
following table sets forth certain information regarding our common stock
beneficially owned, prior to the closing of the Exchange Agreement, for (i) each
shareholder known to be the beneficial owner of 5% or more of our outstanding
common stock, (ii) each of our officers and directors, and (iii) all executive
officers and directors as a group. In general, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the power to vote
or direct the voting of such security, or the power to dispose or to direct the
disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which the person has the right to acquire beneficial
ownership within 60 days. To the best of our knowledge, all persons named have
sole voting and investment power with respect to such shares, except as
otherwise noted. Except as set forth in this Information Statement, there are
not any pending or anticipated arrangements that may cause a change in control.
Pre-closing, 6,625,000 shares of our common stock were issued and outstanding
immediately prior to the Closing Date.
|
Name
(1)
|
Number
of Shares Beneficially Owned
|
Percent
of Shares (2)
|
|||||
|
Peter
O’Brien
|
3,000,000
|
45.3%
|
|
||||
|
All
Executive Officers and Directors as a group
|
3,000,000
|
45.3%
|
|
|
(1) The address for
each person i
s 13 Falcon Hill,
Lovers Walk Tivoli,
Cork
,
Ireland
.
|
|
(2)
Based on
6,625
,000
shares of common stock outstanding
.
|
Post-Closing
The
following table sets forth certain information regarding our common stock
beneficially owned on October 20, 2008, for (i) each stockholder known to be the
beneficial owner of 5% or more of Data Storage Corporation’s outstanding common
stock, (ii) each executive officer and director, and (iii) all executive
officers and directors as a group, after the closing of the Exchange
Agreement.
|
Name
(1)
|
Number
of Shares Beneficially Owned
|
Percent
of Shares (2)
|
|||||
|
Charles
M. Piluso
|
65,864,600
|
67%
|
|
||||
|
Lawrence
M. Maglione, Jr.
|
57,199
|
*%
|
|
||||
|
Jan
Burman
|
20,877,658
|
21%
|
|
||||
|
Richard
P. Rebetti, Jr.
|
57,199
|
*%
|
|
||||
|
Scott
Burman
|
81,301
|
2%
|
|||||
|
David
Burman
|
81,301
|
2%
|
|||||
|
Steve
Krieger
|
81,301
|
2%
|
|||||
|
All
Executive Officers and Directors as a group (4)
|
86,856,656
|
89.4%
|
|
|
* Less than
1%
(1) The address for
each person is
875 Merrick
Avenue, Westbury, NY 11590
.
|
|
(2) Based on
97,125,000
shares of common stock outstanding
after the closing of
the Exchange Agreement.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
We will
present all possible transactions between us and our officers, directors or 5%
stockholders, and our affiliates to the Board of Directors for their
consideration and approval. Any such transaction will require approval by a
majority of the disinterested directors and such transactions will be on terms
no less favorable than those available to disinterested third
parties.
DESCRIPTION
OF SECURITIES
The
Company is authorized to issue 250,000,000 shares of Common Stock, par value
$.001 and 10,000,000 shares of Preferred Stock, par value $.001. As of October
20, 2008,
97,125,000 shares of
Common Stock were issued and outstanding, including shares issued pursuant to
the closing of the Exchange Agreement. There are currently no shares
of Preferred Stock issued and outstanding.
(a)
Common Stock
. Subject
to preferences that may apply to shares of preferred stock outstanding at the
time, the holders of outstanding shares of Common Stock are entitled to receive
dividends out of assets legally available therefore at times and in amounts as
our board of directors may determine. Each stockholder is entitled to one vote
for each share of Common Stock held on all matters submitted to a vote of the
stockholders. Cumulative voting is not provided for in our articles of
incorporation, which means that the majority of the shares voted can elect all
of the directors then standing for election. The Common Stock is not entitled to
preemptive rights and is not subject to conversion or redemption. Upon the
occurrence of a liquidation, dissolution or winding-up, the holders of shares of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities and satisfaction of preferential rights of any outstanding
preferred stock. There are no sinking fund provisions applicable to the Common
Stock. The outstanding shares of Common Stock are fully paid and
non-assessable.
(b)
Preferred
Stock
. We are authorized to issue 10,000,000 shares of
preferred stock, $0.001 par value per share. The terms of the
preferred shares are at the discretion of the board of
directors. Currently no preferred Shares are issued and
outstanding.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is
no established current public market for the shares of our common stock. A
symbol was assigned for our securities so that our securities may be quoted for
trading on the OTCBB under symbol EUTR. No trades have occurred through
the date of this Report. There can be no assurance that a liquid market for our
securities will ever develop. Transfer of our common stock may also be
restricted under the securities or blue sky laws of various states and foreign
jurisdictions. Consequently, investors may not be able to liquidate their
investments and should be prepared to hold the common stock for an indefinite
period of time.
Dividend
Policy
Any
future determination as to the declaration and payment of dividends on shares of
our Common Stock will be made at the discretion of our board of directors out of
funds legally available for such purpose. We are under no contractual
obligations or restrictions to declare or pay dividends on our shares of Common
Stock. In addition, we currently have no plans to pay such dividends. Our board
of directors currently intends to retain all earnings for use in the business
for the foreseeable future. See “Risk Factors.”
Transfer
Agent and Registrar
Island Stock Transfer is currently the
transfer agent and registrar for our Common Stock. Its address is 100 Second
Avenue South, Suite 705S, St Petersburg, FL 33701. Its phone number is (727)
289-0010.
LEGAL
PROCEEDINGS
We are
not involved in any lawsuit outside the ordinary course of business, the
disposition of which would have a material effect upon either our results of
operations, financial position, or cash flows.
RECENT
SALES OF UNREGISTERED SECURITIES
Reference
is made to Item 3.02 of this Current Report on Form 8-K for a description
of recent sales of unregistered securities, which is hereby incorporated by
reference.
INDEMNIFICATION
OF OFFICERS AND DIRECTORS
The
Nevada Revised Statutes provides that directors, officers, employees or agents
of Nevada corporations are entitled, under certain circumstances, to be
indemnified against expenses (including attorneys’ fees) and other liabilities
actually and reasonably incurred by them in connection with any suit brought
against them in their capacity as a director, officer, employee or agent, if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, if they had no reasonable cause to believe their
conduct was unlawful. This statute provides that directors, officers, employees
and agents may also be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by them in connection with a derivative suit
brought against them in their capacity as a director, if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made
without court approval if such person was adjudged liable to the
corporation.
Our
by-laws provide that we shall indemnify our officers and directors in any
action, suit or proceeding unless such officer or director shall be adjudged to
be derelict in his or her duties.
CHANGES
AND DISAGREEMENTS WITH ACCOUNTANTS
Please
see Item 4.01 of this Current Report on Form 8-K for a description of changes
and disagreements with accountants, which is hereby incorporated by
reference.
Item 3.02
Unregistered Sales of Equity
Securities
Pursuant
to the Exchange Agreement, on October 20, 2008, we issued 93,500,000 shares of
our Common Stock to the Data Storage Shareholders, their affiliates or assigns,
in exchange for 100% of the outstanding shares of Data Storage. Such securities
were not registered under the Securities Act of 1933. The issuance of these
shares was exempt from registration, in part pursuant to Regulation S and
Regulation D under the Securities Act of 1933 and in part pursuant to Section
4(2) of the Securities Act of 1933. We made this determination based on the
representations of the Data Storage Shareholders which included, in pertinent
part, that such shareholders were either (a) "accredited investors" within the
meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b)
not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S under
the Act, and that such shareholders were acquiring our common stock, for
investment purposes for their own respective accounts and not as nominees or
agents, and not with a view to the resale or distribution thereof, and that the
Data Storage Shareholders understood that the shares of our common stock may not
be sold or otherwise disposed of without registration under the Securities Act
or an applicable exemption therefrom.
Pursuant
to the Exchange Agreement, on October 20, 2008, we issued to the Southridge
Investment Group (“Southridge”), warrants to purchase one and one-half percent
(1.5%) of the aggregate number of shares of our Common Stock issued in
connection with the Exchange Agreement for services rendered at an exercise
price of $1.00 per share. Such securities were not registered under the
Securities Act of 1933. The issuance of these securities was exempt from
registration under Section 4(2) of the Securities Act. We made this
determination based on the representations of Southridge, which included, in
pertinent part, that Southridge was an "accredited investors" within the meaning
of Rule 501 of Regulation D promulgated under the Securities Act and that
Southridge was acquiring our common stock for investment purposes for its own
respective accounts and not as nominees or agents, and not with a view to the
resale or distribution thereof, and that Southridge understood that the shares
of our common stock may not be sold or otherwise disposed of without
registration under the Securities Act or an applicable exemption
therefrom.
Item 4.01
Change in Registrant’s Certifying
Accountant.
On
October 20, 2008, we dismissed George Stewart, CPA (“Stewart”) as our
independent registered public accounting firm in connection with the reverse
merger. We engaged a new independent registered public accounting firm,
Rosenberg Rich Baker Berman & Company (“RRBB”) who provided the audit of
Data Storage Corporation. Pursuant to Item 304(a) of Regulation S-K
under the Securities Act of 1933, as amended, and under the Securities Exchange
Act of 1934, as amended, the Company reports as follows:
|
(a)
|
(i)
|
Stewart
was dismissed as our independent registered public accounting firm
effective on October 20, 2008.
|
|
(ii)
|
For
the most recent fiscal year ended October 31, 2007, Stewart’s report on
the financial statements did not contain any adverse opinions or
disclaimers of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, other than for a going
concern.
|
|
(iii)
|
The
dismissal of Stewart and engagement of RRBB was approved by the Company’s
Board of Directors.
|
|
(iv)
|
Euro
Trend Inc and Stewart did not have any disagreements with regard to any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure for the audited financials for
the fiscal years ended October 31, 2007, and subsequent interim period
from November 1, 2007 through the date of dismissal, which disagreements,
if not resolved to the satisfaction of Stewart, would have caused it to
make reference to the subject matter of the disagreements in connection
with its reports.
|
|
(v)
|
During
our fiscal years ended October 31, 2007, and subsequent interim period
from November 1, 2007 through the date of dismissal, we did not experience
any reportable events.
|
|
(b)
|
On
October 20, 2008, we engaged RRBB to be our independent registered public
accounting firm.
|
|
(i)
|
Prior
to engaging RRBB, we had not consulted RRBB regarding the
application of accounting principles to a specified transaction, completed
or proposed, the type of audit opinion that might be rendered on our
financial statements or a reportable event, nor did we consult with
RRBB regarding any disagreements with its prior auditor on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of the prior auditor, would have caused it to make a
reference to the subject matter of the disagreements in connection with
its reports.
|
|
(ii)
|
We
did not have any disagreements with Stewart and therefore did not discuss
any past disagreements with
Stewart.
|
|
(c)
|
The
Registrant has requested Stewart to furnish it with a letter addressed to
the SEC stating whether it agrees with the statements made by the
Registrant regarding Stewart. Attached hereto as Exhibit 16.1 is a copy of
Stewart’s letter to the SEC dated October 20,
2008.
|
Item 5.01
Changes in Control of
Registrant.
As
explained more fully in Item 2.01, in connection with the Exchange Agreement, on
October 20, 2008, we issued 93,500,000 shares of our Common Stock to the Data
Storage Shareholders, their affiliates or assigns in exchange for the transfer
of 100% of the outstanding shares of Data Storage by the Data Storage
Shareholders. As such, immediately following the Exchange, the Data Storage
Shareholders held approximately 96% of the total combined voting power of all
classes of our outstanding stock entitled to vote. Reference is made to the
disclosures set forth under Item 2.01 of this Current Report on Form 8-K, which
disclosure is incorporated herein by reference.
In
connection with the Closing of the Exchange, and as explained more fully in Item
2.01 above under the section titled “Management” and in Item 5.02 of this
Current Report dated October 20, 2008, Peter O’Brien, our former President,
Chief Executive Officer, Treasurer, Secretary, Principal Accounting Officer, and
Chairman resigned from these positions.
Further,
effective October 20, 2008, Charles M. Piluso, Lawrence A. Maglione, Richard P.
Rebetti, Jr., John Argen, Joseph B. Hoffman, Jan Burman, and Biagio Civale (the
“New Euro Trend Directors”) were appointed as members of our board of directors.
Finally, effective October 20, 2008, our Directors appointed the following
officers:
|
Name
|
Age
|
Position
|
|
Charles
M. Piluso
|
55
|
President,
Chief Executive Officer,
Chief
Financial Officer, Principal Accounting Officer,
Treasurer
|
|
Jason
Nocco
|
29
|
Secretary
|
Item 5.02
Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal
Officers.
(a) Resignation
of Directors
Effective
October 20, 2008, Peter O’Brien resigned as the sole member of our board of
directors. There were no disagreements between Peter O’Brien and us or any
officer or director of the Company.
(b) Resignation
of Officers
Effective
October 20, 2008, Peter O’Brien resigned as our President, Chief Executive
Officer, Principal Accounting Officer, Secretary, and Treasurer.
(c)
Appointment
of Directors
Effective
October 20, 2008, the following persons were appointed as members of the Board
of Directors:
|
Name
|
Age
|
Position
|
|
Charles
M. Piluso
|
55
|
Chairman
of the Board of Directors
|
|
Lawrence
A. Maglione
|
46
|
Director
|
| Richard P. Rebetti, Jr. | 42 | Director |
| John Argen | 54 | Director |
| Joseph B. Hoffman | 51 | Director |
| Jan Burman | 56 | Director |
| Biagio Civale | 73 | Director |
Please
see also Section 5.02(d) of this current report, whose information is herein
incorporated by reference.
(d)
Appointment of
Officers
Effective
October 20, 2008, the directors appointed the following persons as our executive
officers, with the respective titles as set forth opposite his or her name
below:
|
Name
|
Age
|
Position
|
|
Charles
M. Piluso
|
55
|
President,
Chief Executive Officer,
Chief
Financial Officer, Principal Accounting Officer,
Treasurer
|
|
Jason
Nocco
|
29
|
Secretary
|
The
business background descriptions of the newly appointed officers and directors
are as follows:
Charles M. Piluso,
President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Chairman of the Board and
Treasurer
Prior to
Data Storage Corporation, Mr. Piluso founded North American Telecommunication
Corporation; facilities based Competitive Local Exchange Carrier licensed by the
Public Service Commission in ten states, serving as the company's Chairman and
President from 1997 to 2000. Between 1990 and 1997, Mr. Piluso served as
Chairman & founder of International Telecommunications Corporation, a
facilities-based international carrier licensed by the Federal Communications
Commission.
Founded
International Telecommunications Corporation in 1990 and grew from two employees
to 135 employees with $170 million in revenues by 1997. The company had
operations, agreements and partnerships in many countries including Russia,
Ukraine, Jordan, Israel, United Kingdom, Dominican Republic, Chile and Canada.
During his tenure, Mr. Piluso grew the company to the fifth largest
international facilities based carrier in the USA within five
years. In 1995 Mr. Piluso sold an interest to Ronald Lauder’s Venture
Group and then finally cashed out in 1997 to a Latin America Group.
Mr.
Piluso's career in the telecommunications industry began in 1978 when he joined
ITT Corporation's Telephone Equipment Division. Over the years, Mr. Piluso was
promoted from Sales to Sales Management, Marketing and Business Development in
their Long Distance Division until 1984. He left ITT to become the General
Manager of the New York region for United Technologies Corporation’s telephone
unit.
Mr.
Piluso graduated from St. John's University in 1976 with a Bachelor's Degree,
received a Master's of Arts in Political Science and Public Administration, and
earned a Masters of Business Administration in May 1986. Mr. Piluso was an
Instructor Professor at St. John's University from 1986 through 1988 in the
College of Business. Member of the Board of Trustees: Molloy College;
Member of the Board of Governors: Saint John’s University; and, received the
2001 Outstanding Alumni Award: Saint John’s University.
Jason Nocco,
Secretary
Mr. Nocco
joined Data Storage Corporation in 2001 and was promoted to Secretary in 2005.
Mr. Nocco is responsible for Data Storage Corporation's Information Technology
including Data Center Management, Technical Support Group, Client Installation,
Channel Partner Support and Client Help Desk. Prior to Data Storage
Corporation, Mr. Nocco was employed by Cablevision Systems Corporation and The
Dime Bank. Jason C. Nocco holds a Bachelors of Science in Computer Technology
and Networking from State University of New York. Mr. Nocco is also a
graduate of the Executive MBA program at the Zicklin School of Business of
Baruch College.
Lawrence A. Maglione,
Director
Mr.
Maglione, a co-founder of Data Storage Corporation, is a partner in the
accounting firm Eisner & Maglione CPAs, LLC, is a financial management
veteran with more than 24 years of experience. Mr. Maglione, a co-founder of
Data Storage Corporation, is a financial management veteran with more than 24
years of experience. Prior to joining Data Storage Corporation Mr. Maglione was
a co-founder of North American Telecommunications Corporation, a local phone
service provider which provides local and long distance telephone services and
data connectivity to small and medium sized businesses.
At North
American Telecommunications Corporation Mr. Maglione was Chief Financial
Officer, Executive Vice President and was responsible for all finance, legal and
administration. During his tenor Mr. Maglione successfully raised over $100
million in debt and equity funding for North American Telecommunications
Corporation.
Prior to
North American Telecommunications Corporation Mr. Maglione spent over 14 years
in public accounting and he brings a broad range of experience related to
companies in the technology, retail services and manufacturing
industries.
Mr.
Maglione is a member of American Institute of Certified Public Accountants
(AICPA) and the New York State Society of CPAs. He holds a Bachelor of Science
degree in Accountancy, a Masters of Science in Taxation and is a Certified
Public Accountant.
Richard P. Rebetti, Jr.,
Director
Prior to
working for Data Storage Corporation, Mr. Rebetti was a co-founder of North
American Telecommunications Corporation, where he worked from September of 1997
through February of 2001. North American Telecom is a competitive local exchange
carrier offering local, long distance and data services to small and medium size
businesses.
Mr.
Rebetti was responsible for Systems and Technology, which included, Information
Systems, Internet services, service delivery and Operational Support Systems.
During the initial two years he was also responsible for billing, corporate
marketing and client care.
Prior to
working for North American Telecommunications Corporation, Mr. Rebetti worked
for RSL COM, U.S.A., Inc., formally International Telecommunications Corporation
(ITC). He was a co-founder of ITC in May of 1990. During his first 5 years at
ITC, he was responsible for setting up and managing the accounting, billing and
M.I.S. departments. During his last year and a half at RSL COM, U.S.A., Inc. he
was President of RSL Com PriceCall, Inc. RSL Com PriceCall was the enhanced
services division of RSL COM, U.S.A., Inc. During his tenure as President of
PrimeCall, annual revenue went from $4,000,000 in 1995 to $40,000,000 in
1997.
Mr.
Rebetti has a Bachelors of Science Degree in Finance and an Advanced
Professional Certificate in Accounting from St. John's University, New York, as
well as a Masters of Business Administration in Management from City University
of New York, Baruch College.
John Argen,
Director
John
Argen is a Business Consultant and Developer specializing in the information
technology, telecommunications and construction industries. He is a seasoned
professional that brings 30 years of experience and entrepreneurial success from
working with small business owners to Fortune 500 firms.
From 1992
to 2003, John Argen was the CEO and founder of DCC Systems, a privately held
nationwide Technology Design / Build Construction Development and Consulting
Solutions firm. Mr. Argen built DCC Systems from the ground up, re-engineering
the firm several times to meet the needs of its clientele and enabled DCC
Systems to produced gross revenues exceeding 100 million dollars in
2000.
John
has been a guest speaker at numerous corporate seminars and industry shows. He
has been featured on NBC’s “Business Now” which accredited his Technology
Construction Management methodology as an innovative process for implementing
high tech projects on time and within budget.
Prior to
DCC Systems Mr. Argen held senior management positions at ITT/Metromedia (15
years) and was VP of Engineering & Operations at DataNet, a Wilcox &
Gibbs company (2 years). Throughout his corporate tenure he has worked in
Operations, Marketing, Systems Engineering, Telecommunications and Information
Technology. In a career that spans 30 years e he has had full responsibility for
technology related and construction projects worth over a billion
dollars.
John
Argen graduated Pace University with a BPS in Finance. His commitment to
continued education is reflected in his completion to over 2000 hours of
corporate sponsored courses. Mr. Argen also holds a Federal Communication
Commission (FCC) Radio Telephone 1
st
Class
License.
Joseph B.
Hoffman
Mr.
Hoffman, a partner with Kelley Drye & Warren LLP, is a business lawyer with
special focus in telecommunications transactions. Mr. Hoffman's practice
encompasses a wide variety of issues confronting telecom and technology
companies. He advises on purchase and sale of assets and companies as well as
financing transactions, including venture capital, equipment leasing and
institutional, and executive compensation matters.
He also
represents investment companies, real estate developers, lenders and
thoroughbred industry interests with respect to various corporate, financing,
real estate and tax matters. Mr. Hoffman heads up the Commercial Group in Kelley
Drye & Warren's Tysons Corner, Virginia and Washington offices
Jan
Burman
Since
1978, Jan Burman has brought a unique style and personal sensitivity to the
business of real estate development. He has an insight for spotting hidden
opportunities that lesser-trained eyes overlook. This adds up to consistent
results: value for partners, dividends for investors, and outstanding properties
for tenants and buyers. Among his successes: a divestiture of nearly $140
million in holdings to First Industrial Realty Trust; he conceived and developed
LI’s largest independent “golden age” community to date, The Meadows; he
co-developed The Bristal, a growing family of prestigious Assisted Living
communities; and, over the years, he has collaborated on the purchase and/or
development of over 15 million square feet of property, from Canada to Florida.
Jan, also a CPA, is the founder, past president and chairman of ABLI, the
Association for a Better Long Island, which is an aggressive multi-focus lobby
created to protect the economic needs of Nassau and Suffolk Counties. He is also
a member of the Corporate Advisory Council for the School of Management at
Syracuse University, from where he received his MBA.
Biagio
Civale
Mr.
Civale has a long, successful career in Telecommunications and as a
distinguished Arbitrator with both NASD Regulations, Inc. and the American
Arbitration Association. As an Arbitrator over the past 32 years, he has dealt
with issues surrounding the performance of and adherence to contracts and
relationships and responsibilities between and among Clients and
Stockbrokers.
As Vice
President of Business Development for North American Telecom, Mr. Civale created
new business opportunities and alliances around the globe. As Regional Vice
President for RSLCOM, he planned and implemented an international
Telecommunications network inter-connecting 22 countries on four continents.
And, as VP of International Business Development for International
Telecommunications Corporation, he was directly responsible for obtaining
operating agreements with 24 countries and reached 5th
internationally.
Prior to
International Telecommunications Corporation, Mr. Civale held various General
Management positions with a number of International Business Concerns. Mr.
Civale is fluent in 5 languages, has a degree from the University of Pisa and
has studied Law at the University of Florence. Mr. Civale is also a member of
the Data Storage Corporation Board of Directors.
Employment
Agreements/ Terms of Office
None
Family
Relationships
None.
Item 5.03
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
On
October 20, 2008, Board of Directors approved by unanimous written consent a
change in our fiscal year end from October 30 to December 31.
Item 5.06
Change In Shell Company
Status
As
explained more fully in Item 2.01 above, we were a “shell company” (as such term
is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended)
immediately before the Closing of the Exchange. As a result of the Exchange,
Data Storage Corporation became our wholly owned subsidiary and became our main
operational business. Consequently, we believe that the Exchange has caused us
to cease to be a shell company. For information about the Exchange, please see
the information set forth above under Item 2.01 of this Current Report on Form
8-K which information is incorporated herein by reference.
Item 9.01
Financial Statement and
Exhibits.
|
(a)
|
FINANCIAL
STATEMENTS OF BUSINESS ACQUIRED.
|
The
Unaudited Financial Statements of Data Storage Corporation for the six months
ended June 30, 2008 is filed as Exhibit 99.3 to this current report and are
incorporated herein by reference.
The
Audited Consolidated Financial Statements of Data Storage Corporation as of
December 31, 2007 and 2006 are filed as Exhibit 99.2 to this current report and
are incorporated herein by reference.
|
(b)
|
SHELL
COMPANY TRANSACTIONS
|
Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred
to therein, which are incorporated herein by reference.
|
(c)
|
EXHIBITS
|
EXHIBIT
INDEX
|
Ex
hibit
Number
|
Description
|
|
|
3.1
|
Amendment
to Certificate of Incorporation of Euro Trend Inc., a Nevada
corporation.
|
|
|
3.2
|
Amended
Bylaws of Euro Trend Inc., a Nevada
corporation.
|
|
|
10.1
|
Share
Exchange Agreement by and among Euro Trend Inc.; Data Storage
Corporation.; and each of the Data Storage Corporation Shareholders, dated
October 20, 2008
|
|
|
16.1
|
Auditor
Letter of George Stewart, CPA
|
|
|
99.1
|
|
Financial
Statements for the Years Ended December 31, 2007 and
2006
|
|
99.2
|
Financial
Statements for the Quarter Ended June 30, 2008
|
|
| 99.3 |
Pro
Forma Financial Information
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
|
EURO
TREND INC.
|
||
|
Date: October
24, 2008
|
By:
|
/s/
Charles M. Piluso
|
|
Charles
M. Piluso
|
||
|
President,
Chief Executive Officer
|
||
-30-
