SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-KSB/A
  
 Annual
Report Under Section 13 or 15(d) of
 the
Securities Exchange Act of 1934
 
 For the
Fiscal Year Ended: December
31, 2007
 
 Commission
File No. 000-53126
 
 DATA STORAGE CONSULTING
SERVICES, INC.
 (Exact
Name of Small Business Issuer as specified in its charter)
 
 
 Colorado
              20-8096131(State
      or other jurisdiction
              (IRS
      Employer File Number)of
      incorporation)
 
 13990
      Braun RoadGolden,
      Colorado
              80401(Address
      of principal executive offices)
              (zip
      code)
 
 
 (303)
883-9334
 (Registrant's
telephone number, including area code)
 
 Securities
to be Registered Pursuant to Section 12(b) of the Act: None
 
 Securities
to be Registered Pursuant to Section 12(g) of the Act:
 
 Common Stock, $.0.001 per
share par value
 
 
 Check
whether issuer is not required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act [ ]
 
 Indicate
by check mark whether the Registrant (1) has filed all Reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes: [X]    No: [ ]
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB.
[X]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):  Yes [ X ]   No [
].
 
 Registrant's
revenues for its most recent fiscal year were $-0-. The aggregate market value
of the voting stock held by nonaffiliates cannot be computed because the
Company’s securities do not trade in any market. The number of shares
outstanding of the Registrant's common stock, as of the latest practicable date:
March 14, 2008, was 8,929,000.
 
  
  
 
 FORM
10-KSB/A
 
 Data
Storage Consulting Services, Inc.
 
 INDEX
  PagePART
      IItem
      1. Description of Business
              3Item
      2. Description of Property
              12Item
      3. Legal Proceedings
              12Item
      4. Submission of Matters to a Vote of Security Holders
              12PART
      IIItem
      5. Market for Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              12Item
      6. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
              14Item
      7. Financial Statements
              F-1Item
      8. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosures
              17Item
      8A. Controls and Procedures
              17Item
      8B. Other Information
              17PART
      IIIItem
      9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act
              17Item
      10. Executive Compensation
              19Item
      11. Security Ownership of Certain Beneficial Owners
      and Management
              19Item
      12. Certain Relationships and Related Transactions
              20Item
      13. Exhibits and Reports on Form 8-K
              20Item
      14. Principal Accountant Fees and Services
              20Financial
      Statements pages
              F-1
      – F-8Signatures
              21
   -
2 -
  For
purposes of this document, unless otherwise indicated or the context otherwise
requires, all references herein to “Data Storage Consulting Services” “we,”
“us,” and “our,” refer to Data Storage Consulting Services, Inc., a Colorado
corporation.
  Forward-Looking
Statements
 
 The
following discussion contains forward-looking statements regarding us, our
business, prospects and results of operations that are subject to certain risks
and uncertainties posed by many factors and events that could cause our actual
business, prospects and results of operations to differ materially from those
that may be anticipated by such forward-looking statements. Factors that may
affect such forward-looking statements include, without limitation: our ability
to successfully develop new products and services for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using us for certain applications;
delays our introduction of new products or services; and our failure to keep
pace with our competitors.
 
 When used
in this discussion, words such as "believes", "anticipates", "expects",
"intends" and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise. Readers are urged
to carefully review and consider the various disclosures made by us in this
report and other reports filed with the Securities and Exchange Commission that
attempt to advise interested parties of the risks and factors that may affect
our business.
 
 
 PART
I
 
 Item
1. DESCRIPTION OF BUSINESS.
 
 
 (a) RISK
FACTORS
 
 You
should carefully consider the risks and uncertainties described below
and the other information in this document before deciding to invest in
shares of our common stock.
 
 The
occurrence of any of the following risks could materially and
adversely affect our business, financial condition and operating result. In
this case, the trading price of our common stock could decline and you
might lose all or part of your investment.
 
 RISKS
ASSOCIATED WITH OUR COMPANY:
 
 We
have no operating history.
 
 We
began operations in December, 2006. Since the inception of our current business
operations, we have been engaged in organizational activities, including
developing a strategic operating plan, developing processing technology, and
raising private capital. We have no production facilities. Accordingly, we have
no relevant operating history upon which an evaluation of our performance and
future prospects can be made.
  We
have had a history of losses.
 
 
 We have
had no income for the fiscal year ended December 31, 2007. We have a history of
net losses.   We incurred a net loss of $100 for the fiscal year
ended December 31, 2007.  We incurred a net loss of $8,450 from
inception through December 31, 2007  From December 12, 2006 (date
of inception) through December 31, 2007, we reported an accumulated
stockholders’ deficit of $8,550. We may to continue to incur net losses for the
foreseeable future as we continue to further develop our business. Our ability
to generate and sustain significant additional revenues or achieve profitability
will depend upon the factors discussed elsewhere in this “Risk Factors” section.
We cannot assure you that we will achieve or sustain profitability or that our
operating losses will not increase in the future. If we do achieve
profitability, we cannot be certain that we can sustain or increase
profitability on a quarterly or annual basis in the future.
  -
3 -
  Because
we had incurred continuing operating losses, our accountants have expressed
doubts about our ability to continue as a going concern.
  For the fiscal years ended December 31,
2006 and 2007, our accountants have expressed doubt about our ability to
continue as a going concern as a result of our continued net losses. Our ability
to achieve and maintain profitability and positive cash flow is dependent
upon:
  ·
              our
      ability to locate clients who will purchase our products and use our
      services and products; and
 
 ·
              our
      ability to generate revenues.
 
 Based upon current plans, we expect to
incur operating losses in future periods because we will be incurring expenses
and not generating sufficient revenues. We expect approximately $30,000 in
operating costs over the next twelve months. We cannot guarantee that we will be
successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues will cause
us to go out of business.
 
 Our
limited operating history makes it difficult for us to evaluate our future
business prospects and make decisions based on those estimates of our future
performance.
 
 The concept for our business model was
developed in 2006. We have operated as a corporation but have a limited
operating history, based upon no revenues and a lack of profitability. These
factors make it difficult to evaluate our business on the basis of historical
operations. As a consequence, our past results may not be indicative of future
results. Although this is true for any business, it is particularly true for us
because of our limited operating history. Reliance on historical results may
hinder our ability to anticipate and timely adapt to increases or decreases in
sales, revenues or expenses. For example, if we overestimate our future sales
for a particular period or periods based on our historical growth rate, we may
increase our overhead and other operating expenses to a greater degree than we
would have if we correctly anticipated the lower sales level for that period and
reduced our controllable expenses accordingly. If we make poor budgetary
decisions as a result of unreliable historical data, we could be continue to
incur losses, which may result in a decline in our stock price.
  We
have no experience as a public company.
 
 We have never operated as a public
company. We have no experience in complying with the various rules and
regulations which are required of a public company. As a result, we may not be
able to operate successfully as a public company, even if our operations are
successful. We plan to comply with all of the various rules and regulations
which are required of a public company. However, if we cannot operate
successfully as a public company, your investment may be materially adversely
affected. Our inability to operate as a public company could be the basis of
your losing your entire investment in us.
 
 We
are implementing a strategy to grow and expand our business, which is expensive
and may not generate increases in our revenues.
 
 We intend to expand our business, and
we plan to incur expenses associated with our growth and expansion. Although we
recently raised funds through private offerings to implement our growth
strategy, these funds may not be adequate to offset all of the expenses we incur
in expanding our business. We will need to generate greater revenues to offset
expenses associated with our growth, and we may be unsuccessful in achieving
greater revenues, despite our attempts to grow our business. If our growth
strategies do not result in increased revenues, we may have to abandon our plans
for further growth or may even reduce the current size of our
operations.
  -
4 -
  We
may need to raise additional funds, and these funds may not be available when we
need them.
  Based on our current plans, we have
adjusted our operating expenses so that cash generated from operations and from
working capital financing is expected to be sufficient for the foreseeable
future to fund our operations at our currently forecasted levels. This has not
always been the case, since we have had a history of losses. To try to operate
at a break-even level based upon our current level of anticipated business
activity, we believe that we must generate approximately $30,000 in revenue per
year. However, if our forecasts are inaccurate, we will need to raise additional
funds. On the other hand, we may choose to scale back our operations to operate
at break-even with a smaller level of business activity, while adjusting our
overhead to meet the revenue from current operations. In addition, we expect
that we will need to raise additional funds if we decide to pursue more rapid
expansion, the development of new or enhanced services and products, appropriate
responses to competitive pressures, or the acquisition of complementary
businesses or technologies, or if we must respond to unanticipated events that
require us to make additional investments. . We cannot assure that additional
financing will be available when needed on favorable terms, or at all. If these
funds are not available when we need them, then we may need to change our
business strategy and reduce our rate of growth.
 
 We
must effectively manage the growth of our operations, or we may outgrow our
current infrastructure.
 
 As of December 31, 2007, we had one
employee, our President. If we experience rapid growth of our operations, we
could see a backlog of client orders. We can resolve these capacity issues by
hiring additional personnel and upgrading our infrastructure. However, we cannot
guarantee that sufficient additional personnel will be available or that we will
find suitable technology to aid our growth. In any case, we will continue
pursuing additional sales growth for our company. Expanding our infrastructure
will be expensive, and will require us to train our workforce, and improve our
financial and managerial controls to keep pace with the growth of our
operations.
  Because
we are small and do not have much capital, we must limit our operations. A
company in our industry with limited operations has a smaller opportunity to be
successful.
 
 Because we are small and do not have
much capital, we must limit our operations. We must limit our operations to
providing a limited range of products and services as the only area in which we
operate. Because we may have to limit our operations, we may not generate
sufficient sales to make a profit. If we do not make a profit, we may have to
suspend or cease operations.
 
 Because
our current officers and directors are involved with other businesses, some of
which are in the same industry, the manner in which we operate may create the
possibility of a conflict of interest.
 
 All of our officers and directors are
also involved with other businesses, some of which are other businesses in the
same industry. Messrs. Hanson, and Hartman are involved in other businesses in
the same industry. Messrs. Ross and Neil Bernstein are involved in other
business activities not related to the same industry but which require their
time and attention.  All of these other arrangements could create
conflict of interest with respect to our operations. Each of our officers and
directors is aware of their responsibilities with respect to corporate
opportunities and plans to operate our Company in such a manner as to minimize
the effect of any conflict of interest. Each officer and director has agreed to
contract with the Company on the same or better terms and conditions than each
would with unaffiliated third parties. Each of these officers and directors will
use their best judgments to resolve all potential conflicts. We cannot guarantee
that any potential conflicts can be avoided.
 
 Our
success will be dependent upon our management.
 
 Our success will be dependent upon the
decision making of our directors and executive officers. These individuals
intend to commit as much time as necessary to our business, but this commitment
is no assurance of success. The loss of any or all of these individuals,
particularly Messrs. Ross and Neil Bernstein, could have a material, adverse
impact on our operations. We have no written employment agreements with any
officers and directors, including Messrs. Ross and Neil Bernstein. We have not
obtained key man life insurance on the lives of any of these
individuals.
 
 -
5 -
  There
are risks associated with introducing new products. If we are not successful
with those product introductions, we will not realize on our investment in
developing those products.
  We will continue to evaluate
opportunities to develop product solutions, and when we choose to develop such
products we will incur expenses in those development efforts. Market acceptance
of new products may be slow or less than we expect. Our products also may not
perform in a manner that is required by the market, or our competitors may be
more effective in reaching the market segments we are targeting with these
products. Slow market acceptance of these products will delay or eliminate our
ability to recover our investment in these products. During any period that we
unsuccessfully seek to market these products, we will also incur marketing costs
without corresponding revenue.
  Our
ability to grow our business depends on relationships with others. We have no
established relationships at this time.  We may never develop such
relationships. Further, if we were to lose those relationships, we could lose
our ability to sell certain of our products.
  Most of our revenue and a majority of
our gross profit is expected to come from selling integrated solutions,
consisting of combinations of hardware and software products produced by others.
While our relationships will change from time to time, we must rely upon
technology partners to augment and enhance the products we plan to sell. At the
present time, we do not have any technology partners and cannot guarantee we
will ever develop any such partners. If we do develop such partners, we risk
that a given technology partner will change its marketing strategy and
de-emphasize its use of marketing partners such as us. Our ability to generate
revenue from reselling  its products would diminish and our operations
and results of operations would be materially and adversely
affected.
  We
are a relatively small company with limited resources compared to some of our
current and potential competitors, which may hinder our ability to compete
effectively.
  Some of our current and potential
competitors have longer operating histories, significantly greater resources,
broader name recognition, and a larger installed base of clients than we have.
As a result, these competitors may have greater credibility with our existing
and potential clients. They also may be able to adopt more aggressive pricing
policies and devote greater resources to the development, promotion and sale of
their products than we can to ours, which would allow them to respond more
quickly than us to new or emerging technologies or changes in client
requirements. In addition, some of our current and potential competitors have
already established supplier or joint development relationships with decision
makers at our potential clients.
 
 We
may be unable to hire and retain key personnel.
  Our future success depends on our
ability to attract qualified storage technology and geospatial imagery
personnel. We may be unable to attract these necessary personnel. If we fail to
attract or retain skilled employees, or if a key employee fails to perform in
his or her current position, we may be unable to generate sufficient revenue to
offset our operating costs.
 
 We
may need to substantially invest in marketing efforts in order to grow our
business, which will be expensive.
 
 In order to grow our business, we will
need to develop and maintain widespread recognition and acceptance of our
company, our business model, our services and our products. We have not
presented our service and product offering to the potential market. We plan to
rely primarily on word of mouth from our existing contacts we develop personally
through industry events to promote and market ourselves. In order to
successfully grow our company, we may need to significantly increase our
financial commitment to creating awareness and acceptance of our company among
retailers, which would be expensive. To date, marketing and advertising expenses
have been negligible. If we fail to successfully market and promote our
business, we could lose potential clients to our competitors, or our growth
efforts may be ineffective. If we incur significant expenses promoting and
marketing ourselves, it could delay or completely forestall our
profitability.
 
 Our
business is not diversified, which could result in significant fluctuations in
our operating results.
 
 All of our business is involved in the
marketing of selling integrated data storage solutions, and, accordingly, is
dependent upon trends in the sector. Downturns in the integrated data storage
solutions sector could have a material adverse effect on our business. A
downturn in the integrated data storage solutions sector may reduce our stock
price, even if our business is successful.
  -
6 -
  Our
directors have the ability to significantly influence any matters to be decided
by the stockholders, which may prevent or delay a change in control of our
company.
 
 The current members of our Board of
Directors beneficially own, in the aggregate, approximately 90% of our common
stock, on a fully diluted basis. As a result, if they choose to vote in concert,
our directors are collectively able to significantly influence the outcome of
any corporate matters submitted to our stockholders for approval, including any
transaction that might cause a change in control, such as a merger or
acquisition. It is unlikely that stockholders in favor of a matter, which is
opposed by the Board of Directors, would be able to obtain the number of votes
necessary to overrule the vote of the Board of Directors. Further, the control
by the directors means that they may make decisions for us with which you may
disagree or that you may feel is not in our best interests.
  Risks Associated withour
Stock:
 
 Buying
low-priced penny stocks is very risky and speculative.
 
 The shares are defined as a penny stock
under the Securities and Exchange Act of 1934, and rules of the Commission. The
Exchange Act and such penny stock rules generally impose additional sales
practice and disclosure requirements on broker-dealers who sell our securities
to persons other than certain accredited investors who are, generally,
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly
with spouse, or in transactions not recommended by the broker-dealer. For
transactions covered by the penny stock rules, a broker-dealer must make a
suitability determination for each purchaser and receive the purchaser's written
agreement prior to the sale. In addition, the broker-dealer must make certain
mandated disclosures in penny stock transactions, including the actual sale or
purchase price and actual bid and offer quotations, the compensation to be
received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may affect the ability of broker-dealers to make a market in or trade our
common stock and may also affect your ability to resell any shares you may
purchase in this offering in the public markets.
 
 Our common stock currently has no
trading market and there is no guarantee a trading market will
ever develop for our securities.
 
 There is presently no demand for our
common stock. There is presently no public market for our shares. While we do
intend to apply for quotation in the Over-the-Counter Bulletin Board, we cannot
guarantee that our application will be approved and our stock listed and quoted
for sale. If no market is ever developed for our common stock, it will be
difficult for you to sell any shares you purchase in this offering. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public trading market,
your common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to realize
any value from your investment.
  The
over-the-counter market for stock such as ours has had extreme price and volume
fluctuations.
 
 The securities of companies such as
ours have historically experienced extreme price and volume fluctuations during
certain periods. These broad market fluctuations and other factors, such as new
product developments and trends in the our industry and in the investment
markets generally, as well as economic conditions and quarterly variations in
our operational results, may have a negative effect on the market price of our
common stock.
 
 All
of our common stock is restricted but could become eligible for resale under
Rule 144; this could cause the market price of our common stock to drop
significantly, even if our business is doing well.
 
 Of our total outstanding shares,
8,525,000, or approximately 96%, are restricted from immediate resale but may be
sold into the market subject to volume and manner of sale limitations under Rule
144 beginning in December, 2007. This could cause the market price of our common
stock to drop significantly, even if our business is doing well. We have
outstanding 8,929,000 shares at March 14, 2008. This includes the common
shares we sold in our recent public offering, which may be resold in the public
market immediately.
 
 As restrictions on resale end, the
market price of our stock could drop significantly if the holders of restricted
shares sell them or are perceived by the market as intending to sell
them.
  -
7 -
  We
do not expect to pay dividends on common stock.
 
 We have not paid any cash dividends
with respect to our common stock, and it is unlikely that we will pay any
dividends on our common stock in the foreseeable future. Earnings, if any, that
we may realize will be retained in the business for further development and
expansion.
  (b)
NARRATIVE DESCRIPTION OF THE BUSINESS
 
 Data Storage Consulting Services,
Inc. sell data storage protection and consulting services to small and
medium businesses.We currently
operate exclusively in Colorado We market and sell our products and services to
directly to business end users. We have a limited history of operations. Our
auditors have expressed doubts about our ability to continue as a going concern.
Our headquarters are located at 13990 Braun Road, Golden, CO 80401. Our phone
number at our headquarters is (303)883-9334. Our fiscal year end is December
31.
 
 We were incorporated in the State of
Colorado on December 12, 2006. We plan to sell data storage protection and
consulting services to small and medium businesses.  We believe that
most small and medium businesses do not protect their data assets adequately and
cannot afford to use the current offerings of the major storage vendors in the
market today.  Further, as a result of increasing compliance
requirements, such as Sarbanes-Oxley, many small and medium businesses
previously unwilling to entertain discussions about data storage are open to the
concept.  The problem of data loss has the effect of shuttering the
majority of small companies that are affected within 5 years of the
event.  During the 9/11 terrorist attacks that brought down the Trade
Centers, over 200 small and medium businesses had to close their doors, in large
part, because they did not having a proper data storage protection practice in
place. We believe that this problem represents approximately a $200 million
opportunity for data storage protection services for small and medium business
in the Denver Colorado area alone.
 
 Network storage systems are secondary,
high-speed computer networks dedicated to data storage and backup functions.
Demand for data storage is the result of the growth of data-intensive
applications, from areas such as document imaging, pharmaceutical development,
electronic banking, satellite imagery manipulation and scientific research, to
applications as common as email. In addition to our potential clients’
fundamental need to store increasing quantities of data, the ability to access
that data rapidly (referred to as “availability”) also drives infrastructure
requirements, as today’s businesses depend on rapid response times in many
functions, both for internal operations and to enable responsiveness to
customers and vendors. Moreover, regulatory and geopolitical developments over
the past several years have converged with general business requirements to
cause businesses to recognize the need for effective data archiving and the
corresponding need for rapid recovery of that data in the event of disaster or
other failure. Consolidating data storage in networks at centralized data
centers is one way to address each of these requirements by increasing the
accessibility of data to multiple end-users, maintaining effective archives of
that data and at the same time offering potential for lower costs through
increased utilization and more efficient management.
  Networked storage systems have become
accepted solutions for data storage, and are increasingly adopted because they
address many of the storage-related challenges arising in today’s open systems
networks, including:
 
 ·
              The
      generally higher cost of direct-attached storage environments due to
      inefficient storage utilization and high maintenance costs in those
      environments;
 
 ·
              The
      isolation and resulting performance inefficiencies of direct-attached
      storage environments that result from restrictive server-to-storage
      connectivity and incompatible storage
protocols;
 
 ·
              The
      often greater complexity of upgrading server and storage capacities in
      direct-attached environments; and
  ·
              The
      generally greater complexity of providing comprehensive data security,
      protection and disaster recovery functionalities in direct-attached
      environments.
  By centralizing data storage functions,
storage networks create a reservoir of storage resources that can be shared both
locally and over long distances, thereby increasing resource utilization and
allowing the data to be shared, managed and accessed by diverse end-users.
Because the personnel and other costs of managing a computer infrastructure are
sometimes greater than the hardware and software costs, this increased
manageability also provides opportunities for cost savings over traditional
direct-attached storage.
  -
8 -
  Data backup and disaster recovery
systems are natural adjuncts to data storage systems. We design and implement
these in both networked and direct-attached environments, depending on the
client’s requirements. These systems create repositories for maintaining
additional electronic copies of an organization’s data, which can guard against
both small-scale failures, such as the malfunction of a single computer, and
large-scale disasters, such as the destruction of an entire data center. There
now exists a variety of technologies for building such backup and disaster
recovery systems, including both tape and disk systems.
  The
Solution
 
 Unlike existing methods which may be
too costly for most small or medium business budgets, and if purchased, too
disruptive to the operation of those businesses, our approach is to assist the
businesses by providing the data protection as an integrated service rather than
a capital expenditure.  For our clients, this means that they do not
have to employ data storage protection specialists in their IT departments, nor
do they have to come up with the capital expenditure to afford a typical
solution.  We are able to do this because we believe that we have a
depth of expertise in the enterprise data protection industry.  Our
patent pending storage system will be combined with our service department to
provide the data protection that will allow our clients to focus on building
their business, instead of worrying about their most important asset,
data.
 
 These are
the services we plan to provide to our clients:
 
 1.
              Assessment
      of Data Storage policies and procedures
  including:
 a.
              On-Line
      Disk Storage
 b.
              Near-Line
      Disk Storage
 c.
              Off-Line
      Storage: Tape or Optical
 d.
              Backup
      and Restore
 e.
              Disaster
      Recovery
 f.
              Business
      Continuance
 2.
              Discovery
      of critical data assets and their value to the existence of these
      companies.
 3.
              Identification
      of financial value of data based on companies’ internal policies and
      procedures.
 4.
              Discovery
      of regulatory requirements for industry specific data
    assets.
 5.
              Design
      and implementation of data storage solution to accommodate the needs of
      the business using the data protection
  appliance.
 6.
              Design
      and implementation of Disaster Recovery and Business Continuance
      plan.
 
 It is critical to the success of any
infrastructure design to have the maximum amount of information available to the
design consultant. The gathering of this data by out consultants will be done
through a process that includes: personnel interviews, system discovery using
software collection methodology, manual review and inventory of technology
assets, regulatory agency investigation, and review of internal financial
practice. Once this information is gathered and documented in the final
assessment deliverable will include:
 
 1.
              Financial
      Impact review
 2.
              Compliance
      Review
 3.
              Solution
      Design
 4.
              Implementation
      Schedule
 5.
              Pricing
      proposal
 
 The
Product:
 
 We have a
patent pending storage appliance which is an integrated hardware and software
product.
 
 Software
Features:
  1.
              Windows
      Based
 2.
              NAS
      services
 3.
              CIFS
      services
 4.
              iSCSI
      services
 5.
              Smart
      Folders Capabilities
  -
9 -
  Hardware
Features;
 
 1.
              Intel
      Based Processor
 2.
              2u
      Enclosure
 3.
              Fully
      available via/MS Cluster software
 4.
              Battery
      Backup
 5.
              SAN/NAS/ISCSI
      connectivity
 
 (c)
PROPOSED OPERATIONS
 
 Our goal is to develop clients who will
sign annual contracts that will enable us to manage their data storage using one
of two methods:
 
 Outsource: A client would have their
entire data storage infrastructure managed using our storage product. This will
be accomplished by placing the product with the client and then contracting for
a specific set of services provided by us. The extent of the services will be
identified by our initial assessment. The clients’ data would be stored at a
third party Storage Services Provider from whom we plan to contract. We have not
identified a specific Storage Services Provider at this point, but we consider
such Providers to be readily available. The revenue derived from this type of
arrangement would be an annual contract, the cost of which will be determined by
the amount of data and the services needed.
 
 In-house: The client would contract
with us to manage their entire data storage infrastructure at their location.
This would include the purchase and implementation of the proposed product from
us and an annual agreement with us for a storage consultant to monitor the
client’s data.
 
 We believe that utilizing our existing
personal and business relationships will be essential to our overall success.
Our plan is to concentrate our sales and marketing efforts in the Denver
Metropolitan area. With the proceeds of the minimum offering, we plan to operate
our storage consulting business only in the Denver metro area. With the maximum
proceeds, we plan to expand the geographical coverage of our business to include
the entire Western United States.
 
 (d)
MARKETS
 
 We plan to market through our direct
sales organization as well as the numerous technology outsourcing companies in
the storage management market. The directors and officers of the company have
extensive personal and business in this area.  We believe that through
word of mouth advertising and personal contacts we believe we can develop a
client base that will provide initial revenue opportunity for the
business.
 
 We see three potential revenue streams
available to us:
 
 1.
              Consulting
      Services: Consulting services would offer a one time revenue opportunity
      to us. This service would be offered at a cost based on the size of the
      client’s data storage environment and number of computer
      seats.
 2.
              Support
      Services: Support services would offer recurring revenue. The revenue
      derived from this type of arrangement would be an annual contract the cost
      of which will be determined by the amount of data and the services needed
      by the client. These contracts would typically be negotiated on a 1, 3 or
      5 year term.
 3.
              Appliance
      Sales: The cost of the appliance will be based on the amount of storage
      and the services provided.
 
 (e) RAW
MATERIALS
 
 The use
of raw materials is not a material factor in our operations at the present
time.
  -
10 -
  (f)
CUSTOMERS AND COMPETITION
 
 The existing Data Storage Consulting
space is extremely competitive. The market for data storage is served by many
manufacturers, value added resellers, storage solution providers and storage
service providers, and is generally highly competitive. Major computer system
firms all offer storage systems along with their server, workstation and desktop
computer systems. To some extent, our products and services compete with those
systems. We also face direct competition from manufacturers specializing in
storage technology products. Some of these manufacturers are EMC/EMC Software
Group, Hitachi Data Systems, Sun Microsystems, and Network Appliance. Some
product companies address the market with a direct sales model, some employ a
channel partner-only strategy, while most use a hybrid strategy that includes
both. As noted in “RISK FACTORS,” many or all of these manufacturers have
greater financial and other resources than we have. With companies like these
focused on this growing segment of technology the opportunity to participate in
Fortune 5000 accounts in not a realistic objective. However we believe that
small and medium sized companies are currently growing at a higher percentage
than the largest organizations. We plant to focus our energy on these accounts
and believe this space will provide the necessary client base and revenues to
make this an extremely successful and profitable opportunity.
 
 A number of these competitors would
also be key technology suppliers of ours. Those that are not would provide
competition in our accounts and markets. In some cases, in large legacy accounts
of technology partners, we will face competition directly from those suppliers.
A large number of private company value-added resellers (“VARs”) serve as sales
and distribution outlets for the manufacturers listed above, and although many
of these offer only component sales and distribution, we sometimes compete with
these companies at the client-user level. We also plan to face competition from
other resellers offering the same or similar equipment from the same technology
partners. In general, these competitors are regional. We expect to compete with
companies that characterize themselves as storage solution providers, in whole
or in part, such as GTSI, MTI, Cranel and Datalink.
  The methods of competition vary widely
between accounts and between individual sales opportunities, but in general
include a blend of product performance, service and price. We seek to provide a
high level of expertise and service to our clients rather than merely reselling
products at the lowest possible cost. We believe that a reasonable number,
though clearly not all, customers for these types of products would place value
on the engineering expertise and service that we provide during and after the
sales process, and accordingly will purchase from us, as a full solution
provider, rather than from a low-cost component reseller.
 
 (g)
BACKLOG
 
 At
December 31, 2007, we had no backlogs.
 
 (h)
EMPLOYEES
 
 At this time we have no full time
employees. If the offering is successful and we obtain the minimum proceeds we
will initiate the hiring of two full time Storage Consultants.  We will
also have two of the board members join the organization on a part time basis to
initiate the growth from a sales and marketing prospective.
 
 While Mr. Ross Bernstein, Mr. Hanson
and Mr. Hartman have had extensive business start up, consulting and sale of
data storage solutions experience, as we expand, we intend to hire additional
employees. However, we have no present plans to do so. We may hire part-time
help as needed from time-to-time for specific projects. We do not pay salaries
to our officers. However, we reimburse them for any out-of-pocket expenses they
incur on our behalf. In addition, in the future, we may approve the payment of
salaries for our management, but currently, no such plans have been approved. We
do not currently pay for vacation, holidays or provide major medical coverage.
None of our officers or directors is a party to any employment agreement.
However, we may adopt such plans in the future.
 
 (i)
PROPRIETARY INFORMATION
 
 We
own no proprietary information.
 
 (j)
GOVERNMENT REGULATION
 
 We are
not subject to any material government or industry regulation regarding our
planned activities.
  -
11 -
  (k)
RESEARCH AND DEVELOPMENT
 
 We have
never spent any amount in research and development activities.
 
 (l)
ENVIRONMENTAL COMPLIANCE
 
 We
believe that we are not subject to any material costs for compliance with any
environmental laws.
 
 (m)
SUBSEQUENT EVENT
 
 On March
7, 2008, we closed our registered public offering. We sold a total of 404,000
common shares at a price of $.25 per share, for a total of
$101,000.
 
 (n) HOW
TO OBTAIN OUR SEC FILINGS
 
 We file
annual, quarterly, and special reports, proxy statements, and other information
with the Securities Exchange Commission (SEC). Reports, proxy statements and
other information filed with the SEC can be inspected and copied at the public
reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such
material may also be accessed electronically by means of the SEC's website at
www.sec.gov.
 
 Our
investor relations department can be contacted at our principal executive office
located at our principal office, 13990 Braun Road, Golden, CO
80401.  Our telephone number is (303) 883-9334.
 
 ITEM
2. DESCRIPTION OF PROPERTY.
 
 We
currently own various items of office equipment. We rent office space from our
President, Mr. Ross Bernstein under a verbal month to month lease for which we
pay no rent per month.  This office space is located at 13990 Braun
Road, Golden, CO 80401.  We currently carry no inventory and have no
other property. With the proceeds of this offering, we do not plan to acquire
inventory.
 
 ITEM
3. LEGAL PROCEEDINGS.
 
 We are not a party to any material
legal proceedings, nor is our property the subject of any material legal
proceeding.
  
 ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 We held no shareholders meeting in the
fourth quarter of our fiscal year.
 
 
 PART
II
 
 ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
  Holders
 
 As of
March 14, 2008, there were sixty record holders of our common stock and there
were 8,929,000 shares of our common stock outstanding. No public market
currently exists for shares of our common stock. We intend to apply to have our
common stock listed for quotation on the Over-the-Counter Bulletin
Board.
 
 The
Securities Enforcement and Penny Stock Reform Act of 1990
 
 The
Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
  -
12 -
  A
purchaser is purchasing penny stock which limits the ability to sell the stock.
All of our shares constitute penny stock under the Securities and Exchange Act.
The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.
 
 The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the Commission, which:
 
 ·
              contains
      a description of the nature and level of risk in the market for penny
      stocks in both public offerings and secondary
  trading;
 
 ·
              contains
      a description of the broker's or dealer's duties to the customer and of
      the rights and remedies available to the customer with respect to a
      violation to such duties or other requirements of the Securities Act of
      1934, as amended;
 
 ·
              contains
      a brief, clear, narrative description of a dealer market, including "bid"
      and "ask" prices for penny stocks and the significance of the spread
      between the bid and ask price;
 
 ·
              contains
      a toll-free telephone number for inquiries on disciplinary
      actions;
 
 ·
              defines
      significant terms in the disclosure document or in the conduct of trading
      penny stocks; and
 
 ·
              contains
      such other information and is in such form (including language, type, size
      and format) as the Securities and Exchange Commission shall require by
      rule or regulation;
 
 The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
  ·
              the
      bid and offer quotations for the penny
stock;
 
 ·
              the
      compensation of the broker-dealer and its salesperson in the
      transaction;
 
 ·
              the
      number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and
 
 ·
              monthly
      account statements showing the market value of each penny stock held in
      the customer's account.
  In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; 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 acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
 
 Equity
Compensation Plan Information
 
 We have
no outstanding stock options or other equity compensation plans.
 
 Stock
Transfer Agent
 
 The
stock transfer agent for our securities is Corporate Stock Transfer of Denver,
Colorado. Their address is 3200 Cherry Creek Drive South, Suite 430,
Denver, Colorado 80209. Their phone number is (303)282-4800.
  -
13 -
 
 Dividend
Policy
 
 We
have not previously declared or paid any dividends on our common stock and do
not anticipate declaring any dividends in the foreseeable future. The payment of
dividends on our common stock is within the discretion of our board of
directors. We intend to retain any earnings for use in our operations and the
expansion of our business. Payment of dividends in the future will depend on our
future earnings, future capital needs and our operating and financial condition,
among other factors that our board of directors may deem relevant. We are not
under any contractual restriction as to our present or future ability to pay
dividends.
 
 ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 This
Management’s Discussion and Analysis or Plan of Operation contains
forward-looking statements that involve future events, our future performance
and our expected future operations and actions. In some cases, you can identify
forward-looking statements by the use of words such as “may”, “will”, “should”,
“anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”,
“estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these
terms or other similar expressions. These forward-looking statements are only
our predictions and involve numerous assumptions, risks and uncertainties. Our
actual results or actions may differ materially from these forward-looking
statements for many reasons, including, but not limited to, the matters
discussed in this report under the caption “Risk Factors”. We urge you not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this document. We undertake no obligation to publicly update any
forward looking-statements, whether as a result of new information, future
events or otherwise.
 
 The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes
included in this report.
  Results
of Operations
 
 We have no operating history. We have
only recently been organized. We were incorporated in December, 2006. In
addition, we have a history of losses. Furthermore, our losses may continue into
the future. We have never had a profitable fiscal year.
 
 We have had no revenues for each of the
reporting periods.
 
 Our accountants have expressed doubt
about our ability to continue as a going concern as a result of our continued
net losses. Our ability to achieve and maintain profitability and positive cash
flow is dependent upon our ability to locate clients who will purchase our
products and use our services and our ability to generate revenues.
 
 We have had no operations for each of
the reporting periods.
 
 Operating expenses, which includes
depreciation and general and administrative expenses for the fiscal year ended
December 31, 2007 was $8,450.  Operating expenses for the fiscal year
ended December 31, 2006 was $100.  Our operating expenses from
inception (December 12, 2006) through the fiscal year ended December 31, 2007
was $      8,550. The major components of
operating expenses to date include professional fees.
 
 We plan to make every effort to keep
operating expenses constant as product sales and consulting services develop. We
do not plan to carry any inventory. Therefore, each additional sale or service
and correspondingly the gross profit of such sale or service should have minimal
offsetting operating expenses. Thus, additional sales could become profit at a
higher return on sales rate as a result of not needing to expand operating
expenses at the same pace.
 
 We had a net loss of $8,450 for the
fiscal year ended December 31, 2007. For the fiscal year ended December 31,
2006, we had a net loss of $100. From inception (December 12, 2006) through
December 31, 2007, we had a net loss of $8,550.
  -
14 -
 
 Based upon our current plans, we plan
to adjust our operating expenses so that cash generated from operations and from
working capital will be sufficient for the foreseeable future to fund our
operations at our currently forecasted levels. To try to operate at a break-even
level based upon our current level of anticipated business activity, we believe
that we must generate approximately $36,000 in revenue per year. However, if our
forecasts are inaccurate, we will need to raise additional funds. On the other
hand, we may choose to scale back our operations to operate at break-even with a
smaller level of business activity, while adjusting our overhead to meet the
revenue from current operations. In addition, we expect that we will need to
raise additional funds if we decide to pursue more rapid expansion, the
development of new or enhanced services and products, appropriate responses to
competitive pressures, or the acquisition of complementary businesses or
technologies, or if we must respond to unanticipated events that require us to
make additional investments. We cannot assure that additional financing will be
available when needed on favorable terms, or at all.
 
 We expect to incur operating losses in
future periods because we will be incurring expenses and not generating
sufficient revenues. We expect approximately $36,000 in operating costs over the
next twelve months. We cannot guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating costs.
Failure to generate sufficient revenues or additional financing when needed
could cause us to go out of business.
  Liquidity and Capital
Resources
 
 As of December 31, 2007, we had cash or
cash equivalents of $135.
 
 Net cash provided by operating
activities was $2,200 for the period from inception through December 31, 2007
and for the fiscal year ended December 31, 2007.  These are a
related party payable and compensatory stock issuances.
 
 Cash flows used by investing activities
were $10,465 for the period from inception through December 31, 2007 and for the
fiscal year ended December 31, 2007. All consisted of deferred offering
costs.
 
 Cash
flows provided by financing activities accounted for $7,500 for the fiscal year
ended December 31, 2007 and $8,400 for the period from inception through
December 31, 2007. These cash flows were all related to sales of stock. On
March 7, 2008, we closed our registered public offering. We sold a total of
404,000 common shares at a price of $.25 per share, for a total of
$101,000.
 
 Over the next twelve months our capital
costs will be approximately $10,000 to $12,000 primarily to develop operations.
We plan to buy office equipment to be used in our operations.
  We believe that the offering will
provide sufficient capital in the short term for our current level of
operations. This is because we believe that we can attract sufficient product
sales and services within our present organizational structure and resources to
become profitable in our operations. Additional resources will be needed to
expand into additional locations, which we have no plans to do at this
time.
 
 Otherwise, we do not anticipate needing
to raise additional capital resources in the next twelve months.
 
 Until the offering is complete and the
current operations become cash flow positive, our officers and directors will
fund the operations to continue the business. This includes the situation in
which the minimum offering is not sold. At this time we have no other resources
on which to get cash if needed without their assistance.
 
 Our principle source of liquidity will
be our operations. We expect variation in revenues to account for the difference
between a profit and a loss. Also business activity is closely tied to the
economy of Denver and the U.S. economy. A slow down in purchases of technology
could have a negative impact to our business. In any case, we try to operate
with minimal overhead. Our primary activity will be to seek to develop clients
and, consequently, our sales. If we succeed in expanding our client base and
generating sufficient sales, we will become profitable. We cannot guarantee that
this will ever occur. Our plan is to build our company in any manner which will
be successful.
 
 Off-Balance
Sheet Arrangements
 
 We have
no off-balance sheet arrangements with any party.
  -
15 -
  Critical
Accounting Policies
 
 Our
discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We evaluate our estimates on an ongoing basis, including those
related to provisions for uncollectible accounts receivable, inventories,
valuation of intangible assets and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
 
 The
accounting policies that we follow are set forth in Note 2 to our financial
statements as included in this document. These accounting policies conform to
accounting principles generally accepted in the United States, and have been
consistently applied in the preparation of the financial
statements.
  Recently
Issued Accounting Pronouncements
  In
December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 123R "Share Based Payment." This
statement is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and its related implementation guidance. SFAS No. 123R addresses all
forms of share based payment ("SBP") awards including shares issued under
employee stock purchase plans, stock options, restricted stock and stock
appreciation rights. Under SFAS No. 123R, SBP awards result in a cost that will
be measured at fair value on the awards' grant date, based on the estimated
number of awards that are expected to vest. This statement is effective for
public entities that file as small business issuers, as of the beginning of the
first interim or annual reporting period that begins after December 15, 2005. We
adopted this pronouncement during the first quarter of 2005.
 
 In
December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets -
An Amendment of APB Opinion No. 29. The amendments made by SFAS No. 153 are
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged. Further, the amendments
eliminate the narrow exception for non-monetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of non-monetary
assets that do not have "commercial substance." SFAS No. 153 is effective for
non-monetary asset exchanges occurring in fiscal periods beginning after June
15, 2005. The adoption of SFAS No. 153 on its effective date did not have a
material effect on our consolidated financial statements.
 
 In March
2005, the FASB issued Financial Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations - an Interpretation of FASB Statement
No. 143", which specifies the accounting treatment for obligations associated
with the sale or disposal of an asset when there are legal requirements
attendant to such a disposition. We adopted this pronouncement in 2005, as
required, but there was no impact as there are no legal obligations associated
with the future sale or disposal of any assets.
 
 In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections —
A Replacement of APB Opinion No. 20 and SFAS Statement No. 3". SFAS No. 154
changes the requirements for the accounting and reporting of a change in
accounting principle by requiring retrospective application to prior periods'
financial statements of the change in accounting principle, unless it is
impracticable to do so. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005. We
do not expect the adoption of SFAS No. 154 to have any impact on our
consolidated financial statements.
 
 
 ITEM
7. FINANCIAL STATEMENTS.
  -
16 -







DATA
STORAGE CONSULTING SERVICES, INC.
 (A
Development Stage Company)
 
 
 
 Financial
Statements for Period Ended December 31, 2007










DATA
STORAGE CONSULTING SERVICES, INC.


(A
Development Stage Company)


Financial
Statements








TABLE
OF CONTENTS








PageREPORT
      OF INDEPENDENT REGISTEREDPUBLIC
      ACCOUNTING FIRM
            1FINANCIAL
      STATEMENTSBalance sheets
            2Statements of
      operations
            3Statements of stockholders'
      equity
            4Statements of cash
      flows
            5Notes to financial
      statements
            7













Ronald R.
Chadwick, P.C.


Certified
Public Accountant


2851
South Parker Road


Suite
720


Aurora,
Colorado  80014


Phone
(303)306-1967


Fax
(303)306-1944








REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of
Directors


Data
Storage Consulting Services, Inc.


Englewood,
Colorado





I have
audited the accompanying balance sheets of Data Storage Consulting Services,
Inc. as of December 31, 2006 and 2007, and the related statements of operations,
stockholders' equity and cash flows for the period from December 12, 2006
(inception) through December 31, 2006, the year ended December 31, 2007, and for
the period from December 12, 2006 (inception of the development stage) through
December 31, 2007. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.





I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  I believe that my audit provides a
reasonable basis for my opinion.





In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Data Storage Consulting Services,
Inc. as of December 31, 2006 and 2007, and the related statements of operations,
stockholders' equity and cash flows for the period from December 12, 2006
(inception) through December 31, 2006, the year ended December 31, 2007, and for
the period from December 12, 2006 (inception of the development stage) through
December 31, 2007 in conformity with accounting principles generally accepted in
the United States of America.





The
accompanying financial statements have been prepared assuming that the Companywill
continue as a going concern. As discussed in Note 3 to the financial statements
the Company has suffered recurring losses from operations that raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.








Aurora,
Colorado                                                              /s/
Ronald R. Chadwick, P.C.
 March 28,
2008                                                                RONALD
R. CHADWICK, P.C.


DATA
STORAGE CONSULTING SERVICES, INC.


(A
Development Stage Company)


BALANCE
SHEETS








Dec.
      31, 2006
            
            
            Dec.
      31, 2007ASSETSCurrent
      assetsCash
            
            $
            900
            
            
            $
            135Total current
      assets
            
            
            900
            
            
            
            135Deferred
      offering costs
            
            
            
            
            
            
            10,465Total
      Assets
            
            $
            900
            
            
            $
            10,600LIABILITIES& STOCKHOLDERS'
      EQUITYCurrent
      liabilitiesRelated
      party payables
            
            $
            -
            
            
            $
            2,300Total current
      liabilities
            
            
            -
            
            
            
            2,300Total
      Liabilities
            
            
            -
            
            
            
            2,300Stockholders'
      EquityPreferred
      stock, $.10 par value;1,000,000
      shares authorized;none
      issued and outstanding
            
            
            -
            
            
            
            -Common
      stock, $.001 par value;50,000,000
      shares authorized;8,450,000
      (2006) and 8,525,000 (2007)
            
            
            8,450
            
            
            
            8,525shares
      issued and outstandingAdditional
      paid in capital
            
            
            900
            
            
            
            8,325Deficit
      accumulated during the development stage
            
            
            (8,450
            )
            
            
            (8,550
            )Total
      Stockholders' Equity
            
            
            900
            
            
            
            8,300Total
      Liabilities and Stockholders' Equity
            
            $
            900
            
            
            $
            10,600





The
accompanying notes are an integral part of the financial
statements.














DATA
      STORAGE CONSULTING SERVICES, INC.(A
      Development Stage Company)STATEMENTS
      OF OPERATIONSDec.
      12, 2006Dec.
      12, 2006
            
            
            
            
            
            (Inception
      of(Inception)
            
            
            
            
            
            Dev.
      Stage)Through
            
            
            Year
      Ended
            
            
            ThroughDec.
      31, 2006
            
            
            Dec.
      31, 2007
            
            
            Dec.
      31, 2007Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
      expenses:General
      and administrative
            
            
            8,450
            
            
            
            100
            
            
            
            8,5508,450
            
            
            
            100
            
            
            
            8,550Income
      (loss) from operations
            
            
            (8,450
            )
            
            
            (100
            )
            
            
            (8,550
            )Other
      income (expense):
            
            
            -
            
            
            
            -
            
            
            
            -Income
      (loss) before provisionfor
      income taxes
            
            
            (8,450
            )
            
            
            (100
            )
            
            
            (8,550
            )Provision
      for income tax
            
            
            -
            
            
            
            -
            
            
            
            -Net
      income (loss)
            
            $
            (8,450
            )
            
            $
            (100
            )
            
            $
            (8,550
            )Net
      income (loss) per share(Basic
      and fully diluted)
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average number ofcommon
      shares outstanding
            
            
            8,450,000
            
            
            
            8,489,583




The
accompanying notes are an integral part of the financial
statements.














DATA
      STORAGE CONSULTING SERVICES, INC.(A
      Development Stage Company)STATEMENTS
      OF STOCKHOLDERS' EQUITYDeficitCommon
      Stock
            
            
            
            
            
            Accumulated
            
            
            Stock-Amount
            
            
            Paid
      In
            
            
            During
      The
            
            
            holders'Shares
            
            
            ($.001
      Par)
            
            
            Capital
            
            
            Dev.
      Stage
            
            
            EquityBalances
      at Dec. 12, 2006 (Inception)
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Issuance
      of stock to founders forservices
            
            
            8,450,000
            
            
            
            8,450
            
            
            
            
            
            
            
            
            
            
            
            8,450Paid
      in capital - founders
            
            
            
            
            
            
            
            
            
            
            900
            
            
            
            
            
            
            
            900Gain
      (loss) for the period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (8,450
            )
            
            
            (8,450
            )Balances
      at December 31, 2006
            
            
            8,450,000
            
            
            $
            8,450
            
            
            $
            900
            
            
            $
            (8,450
            )
            
            $
            900Sales
      of common stock
            
            
            75,000
            
            
            
            75
            
            
            
            7,425
            
            
            
            
            
            
            
            7,500Gain
      (loss) for the period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (100
            )
            
            
            (100
            )Balances
      at December 31, 2007
            
            
            8,525,000
            
            
            $
            8,525
            
            
            $
            8,325
            
            
            $
            (8,550
            )
            
            $
            8,300




The
accompanying notes are an integral part of the financial
statements.










DATA
      STORAGE CONSULTING SERVICES, INC.(A
      Development Stage Company)STATEMENTS
      OF CASH FLOWSDec.
      12, 2006Dec.
      12, 2006
            
            
            
            
            
            (Inception
      of(Inception)
            
            
            
            
            
            Dev.
      Stage)Through
            
            
            Year
      Ended
            
            
            ThroughDec.
      31, 2006
            
            
            Dec.
      31, 2007
            
            
            Dec.
      31, 2007Cash
      Flows From Operating Activities:Net
      income (loss)
            
            $
            (8,450
            )
            
            $
            (100
            )
            
            $
            (8,550
            )Adjustments
      to reconcile net loss tonet
      cash provided by (used for)operating
      activities:Related
      party payables
            
            
            
            
            
            
            2,300
            
            
            
            2,300Compensatory
      stock issuances
            
            
            8,450
            
            
            
            
            
            
            
            8,450Net cash provided by (used
      for)operating
      activities
            
            
            -
            
            
            
            2,200
            
            
            
            2,200Cash
      Flows From Investing Activities:Deferred
      offering costs
            
            
            
            
            
            
            (10,465
            )
            
            
            (10,465
            )Net
      cash provided by (used for)investing
      activities
            
            
            -
            
            
            
            (10,465
            )
            
            
            (10,465
            )





(Continued
On Following Page)





The
accompanying notes are an integral part of the financial
statements.

















DATA
      STORAGE CONSULTING SERVICES, INC.(A
      Development Stage Company)STATEMENTS
      OF CASH FLOWS(Continued
      From Previous Page)


Dec.
      12, 2006Dec.
      12, 2006
            
            
            
            
            
            (Inception
      of(Inception)
            
            
            
            
            
            Dev.
      Stage)Through
            
            
            Year
      Ended
            
            
            ThroughDec.
      31, 2006
            
            
            Dec.
      31, 2007
            
            
            Dec.
      31, 2007Cash
      Flows From Financing Activities:Sales
      of common stock
            
            
            
            
            
            7,500
            
            
            
            7,500Paid
      in capital
            
            $
            900
            
            
            
            
            
            
            
            900Net cash provided
      by (used for)financing activities
            
            
            900
            
            
            
            7,500
            
            
            
            8,400Net
      Increase (Decrease) In Cash
            
            
            900
            
            
            
            (765
            )
            
            
            135Cash
      At The Beginning Of The Period
            
            
            -
            
            
            
            900
            
            
            
            -Cash
      At The End Of The Period
            
            $
            900
            
            
            $
            135
            
            
            $
            135Schedule Of Non-Cash
      Investing And Financing ActivitiesNoneSupplemental
      DisclosureCash
      paid for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Cash
      paid for income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -




The
accompanying notes are an integral part of the financial
statements.










DATA
STORAGE CONSULTING SERVICES, INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:





Data
Storage Consulting Services, Inc. (the “Company”), was incorporated in the State
of Colorado on December 12, 2006. The Company was formed to provide data
management, consulting and storage services to clients.





Development stage
company





The
Company is currently in the development stage and has no significant operations
to date.





Fiscal
year





The
Company employs a fiscal year ending December 31.





Use of
estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.





Cash and cash
equivalents





The
Company considers all highly liquid investments with an original maturity of six
months or less as cash equivalents.





Net income (loss) per
share





The net
income (loss) per share is computed by dividing the net income (loss) by the
weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.





Revenue
recognition





Revenue
is recognized on an accrual basis as earned under contract terms.





Financial
instruments





The
carrying value of the Company’s financial instruments, as reported in the
accompanying balance sheet, approximates fair value.

















DATA
STORAGE CONSULTING SERVICES, INC.


NOTES
TO FINANCIAL STATEMENTS


(A
Development Stage Company)








NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):





Income
tax





The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.





Products and services,
geographic areas and major customers





The
Company plans to generate revenue from the sale of data storage services. Sales
are anticipated to be to external customers, either domestic or
foreign.





Recent Accounting
Pronouncements







In March
2006, the FASB issued SFAS No. 156 "Accounting for Servicing of Financial
Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities". This
statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The Company has adopted the provisions of SFAS No. 156, which
are effective in general for an entity's fiscal year beginning after September
15, 2006. The adoption did not have a material effect on the results of
operations of the Company.





In
December 2006, the FASB issued SFAS No. 157 “Fair Value Measurements”, to
improve consistency and comparability in fair value measurements, and to expand
related disclosures. The Company has adopted the provisions of SFAS No. 157,
which are effective for financial statements for fiscal years beginning after
November 15, 2007. The adoption did not have a material effect on the results of
operations of the Company.














DATA
STORAGE CONSULTING SERVICES, INC.


NOTES
TO FINANCIAL STATEMENTS


(A
Development Stage Company)








NOTE
2. INCOME TAXES





Deferred
income taxes arise from the temporary differences between financial statement
and income tax recognition of net operating losses. These loss carryovers are
limited under the Internal Revenue Code should a significant change in ownership
occur. The Company accounts for income taxes pursuant to SFAS 109.





At
December 31, 2006 and 2007 the Company had approximately $8,500 in unused
federal net operating loss carryforwards, which begin to expire principally in
the year 2026. A deferred tax asset of approximately $1,700 resulting from the
loss carryforward has been offset by a 100% valuation allowance. The change in
the valuation allowance in 2006 and 2007 was approximately $1,700 and
$20.





NOTE
3. GOING CONCERN





The
Company has suffered losses from operations that raise substantial doubt about
the Company’s ability to continue as a going concern. The Company may raise
additional capital through the sale of its equity securities, through offerings
of debt securities, or through borrowings from financial institutions.
Management believes that actions presently being taken to obtain additional
funding provide the opportunity for the Company to continue as a going
concern.










ITEM
8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.





We did
not have any disagreements on accounting and financial disclosures with our
present accounting firm during the reporting period.





ITEM
8A. CONTROLS AND PROCEDURES.





Evaluation
of Disclosure Controls and Procedures





As of the
end of the period covered by this annual report on Form 10-KSB, we evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
and 15d-15(e)). That evaluation was performed under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer. Based on that evaluation, our Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting him to material information required to be included in its periodic SEC
filings.





Changes
in Internal Control over Financial Reporting





We have
made no significant change in our internal control over financial reporting
during the most recent fiscal quarter covered by this annual report on Form
10-KSB that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.





ITEM
8B. OTHER INFORMATION.





Nothing
to report.








PART
III





ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE   WITH SECTION 16(a) OF THE EXCHANGE ACT.





Each of our directors is elected by the
stockholders to a term of one year and serves until his successor is elected and
qualified. Each of our officers is elected by the board of directors to a term
of one year and serves until his or her successor is duly elected and qualified,
or until he or she is removed from office. The board of directors has no
committees.





The name, address, age and position of
our officers and directors is set forth below:





Name and Address
            Age
            Position(s)Ross
      Bernstein
              13990
      Braun Road,
              Golden,
      CO 80401
            49
            President,
      Chief Executive
              Officer
      and DirectorKirk
      Hanson
              13990
      Braun Road,
              Golden,
      CO 80401
            39
            Vice
      President, Chief Operating Officer, and DirectorNeil
      Bernstein
              13990
      Braun Road,
              Golden,
      CO 80401
            53
            Chief
      Financial Officer ,Secretary-TreasurerWilliam
      Hartman
              13990
      Braun Road,
              Golden,
      CO 80401
            41
            Vice
      President, Chief Technology Officer, and
  Director





The persons named above are expected to
hold said offices/positions until the next annual meeting of our stockholders.
These officers and directors are our only officers, directors, promoters and
control persons.





-
17 -




Background
Information about Our Officers and Directors





Ross Bernstein has been the President
Chief Executive Officer, Treasurer, Chief Financial Officer and a Director of
our company since inception in December, 2006. Hehas been
involved in the data storage and data management sector of computer technology
for over twenty years. He began his technology sales career with Columbine
Systems of Golden, Colorado in 1985, selling IBM hardware to the broadcast
industry. In 1991 he was employed by R-Squared of Englewood, Colorado. His role
there was inside sales with focus on Financial Services Institutions as a
vertical market. Within six month he became an outside sales representative and
a top revenue producer in the company. In 1995 he went to work at Data
Management Solutions, Inc of Denver, Colorado as a sales representative and
within fiscal year was named Executive Vice President of Sales and Marketing.
Within two years under his purview annual revenues rose from $600,000 to over
$16,000,000. In January of 1999 he started his own company, Value Technology,
Inc (VTI). VTI was acquired by SANZ, Inc., a publicly traded Colorado Company in
July of 2000. He worked at SANZ until November, 2004 as the Vice President of
Sales and Business Development. At that time, he became Director of Storage
Solutions at Paragon Solutions Group, a private Colorado company.He leftParagon
Solutions Group in 2007 to found our company. He will devote a minimum of forty
hours per week to our operations.




Kirk Hansonhas been a
Vice President Chief Operating Officer and a Director of our company since
inception in December, 2006. He hasover 15 years
of experience with various high-tech companies  He began his career in
computer technology with data storage focus in 1997 as the Chief Financial and
Operations Officer for Data Management Solutions (DMSI). After DMSI was acquired
by Cranel, he was named the Business Manager of Professional Services where he
ran the Professional Services organization of 28 consultants. From Cranel he
joined Mr. Ross Bernstein at VTI where they together with Mr. Hartman grew a
start up company from $0 to $6M in an 18 month span. After the acquisition of
VTI by SANZ Mr. Hanson became the Vice President of Sales Operations and Chief
Information Officer of this publicly traded company. He left in SANZ in November
of 2006 and is now employed at Z5Systems. He will devote a minimum
of  ten hours per month to our operations.




William Hartman has been a Director and
Chief Technology Officer of our company since inception in December, 2006. Mr.
Hartman has 20 years experience in the data storage industry. He has provided
consulting assessments, design and implementing services for complex and
large-scale storage, disaster recovery and backup infrastructures. His
experience in this field has equated to industry wide recognitions as one of the
foremost experts in this business. Currently in his fifth year at SANZ in the
role of Vice President of Technology and Architecture he is responsible for the
coordination and delivery of all technology solutions - Storage, Backup and
Recovery, and Business Continuance to the US Government. Bill developed the SANZ
“Go to Market” technology solutions, created the Assessment Services Methodology
and delivery programs. His biggest projects include a backup and recovery
assessment of over 6000 servers globally for a large European bank, the Global
DR architecture for the US Marine Corp and the Enterprise Storage Architecture
for the FBI. Prior to joining SANZ, Bill’s roles at Veritas and IBM included
technical architect and solutions specialist between field and product
development. He will devote a minimum of  ten hours per month to our
operations.





Neil Bernstein has been the Chief
Financial Officer and Secretary-Treasurer of our company since inception in
December, 2006. He has since held various positions focused on financial
planning and development for individuals and small businesses. His experience as
a Financial Principal at Spencer Olsen Securities provided him a strong
knowledge and understanding of the regulatory rules and regulations associated
with publicly traded companies. Mr. Bernstein graduated from Franklin Pierce
College in 1976 with a Bachelor of Science Degree in Public Accounting. He will
devote a minimum of ten hours per month to our operations.





Family
Relationships




Ross and
Neil Bernstein are brothers. There is no family relationship among our directors
and executive officers. No director or executive officer has been a director or
executive officer of any business which has filed a bankruptcy petition or had a
bankruptcy petition filed against it. No director or executive officer has been
convicted of a criminal offense within the past five years or is the subject of
a pending criminal proceeding. No director or executive officer has been the
subject of any order, judgment or decree of any court permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities. No director or officer has been
found by a court to have violated a federal or state securities or commodities
law.





-
18 -




Committees
of the Board of Directors





There are
no committees of the Board of Directors.





Section 16(a)
Beneficial Ownership Reporting Compliance





Section 16(a)
of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and
directors and persons owning more than ten percent of the Common Stock, to file
initial reports of ownership and changes in ownership with the Securities and
Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-B
under the 34 Act requires us to identify in its Form 10-KSB and proxy statement
those individuals for whom one of the above referenced reports was not filed on
a timely basis during the most recent year or prior years. We have nothing to
report in this regard.




Code
of Ethics





Our Board
of directors has not adopted a code of ethics but plans to do so in the
future.





Options/SAR
Grants and Fiscal Year End Option Exercises and Values





We have
not had a stock option plan or other similar incentive compensation plan for
officers, directors and employees, and no stock options, restricted stock or SAR
grants were granted or were outstanding at any time.





Item
10. EXECUTIVE COMPENSATION





Our
officers and directors do not receive any compensation for their services
rendered to us, nor have they received such compensation in the
past.  As of the date of this registration statement, we have no funds
available to pay the officers and directors.  Further, the officers
and directors are not accruing any compensation pursuant to any agreement with
us. We have no plans to pay any compensation to our officers or directors in the
future.




None
of our officers and directors will receive any finder’s fee, either directly or
indirectly, as a result of their respective efforts to implement our business
plan outlined herein.




No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of its
employees.





ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.





The following table sets forth, as of
March 14, 2008, the total number of shares owned beneficially by each of our
directors, officers and key employees, individually and as a group, and the
present owners of 5% or more of our total outstanding shares. The table also
reflects what such ownership will be assuming completion of the sale of all
shares in this offering, which we can't guarantee. The stockholder listed below
has direct ownership of his shares and possesses sole voting and dispositive
power with respect to the shares. A total of 8,929,000 shares are issued and
outstanding.





-
19 -




Name
      and Address
                Beneficial
                Owner(1)
            No.
      ofShares
            
            Percentage
      of
              OwnershipRoss
      Bernstein(2)
              13990
      Braun Road,
              Golden,
      CO 80401
            6,500,000
            
            72.7%Kirk
      Hanson
              13990
      Braun Road,
              Golden,
      CO 80401
            300,000
            
            3.4%Neil
      Bernstein
              13990
      Braun Road,
              Golden,
      CO 80401
            104,000
            
            1.2%William
      Hartman
              13990
      Braun Road,
              Golden,
      CO 80401
            300,000
            
            3.4%All
      Officers and Directors as a Group (four persons)
            7,204,000
            
            80.7%


_______________________





(1)
            All
      shares of owned beneficially or of record.(2)
            Ross
      Bernstein owns 3,500,000 shares of record. His wife owns 3,000,000 shares
      of record.






ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





We rent office space from our President
and major shareholder, Mr. Ross Bernstein, under a verbal month to month lease
for which we pay no rent per month.







ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K.





The
following financial information is filed as part of this report:





(a)        (1)
FINANCIAL STATEMENTS





(2)
SCHEDULES





(3)
EXHIBITS. The following exhibits required by Item 601 to be filed herewith are
incorporated by reference to previously filed documents:





ExhibitNumber
            
            Description3.1*
            
            Articles
      of Incorporation3.2*
            
            Bylaws31.1
              31.2
            
            Certification
      of CEO pursuant to Sec. 302
              Certification
      of CFO pursuant to Sec. 30232.1
              32.2
            
            Certification
      of CEO pursuant to Sec. 906
              Certification
      of CFO pursuant to Sec. 906




*
Previously filed under cover of Form SB-2 on July 26, 2007.





-
20 -











(b)                 Reports
on Form 8-K. We filed one report under cover of Form 8-K on March 10, 2008,
relating to closing of our public offering and our transfer agent.







ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES





Our
independent auditor, Ronald R. Chadwick, P.C., Certified Public Accountants,
billed an aggregate of $3,250 for the year ended December 31, 2007 and $0 for
the year ended December 31, 2006 for professional services rendered for the
audit of the Company's annual financial statements and review of the financial
statements included in its quarterly reports.
  We do not
have an audit committee and as a result our entire board of directors performs
the duties of an audit committee. Our board of directors evaluates the scope and
cost of the engagement of an auditor before the auditor renders audit and
non-audit services.











SIGNATURES





In
accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on July 24, 2008.





Data
      Storage Consulting Services, Inc.By:
            /s/ 
      Ross BernsteinRoss
      Bernstein, President and Chief Executive
Officer







Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.








Date:   July
      24, 2008
            By:
            /s/ 
      Neil BernsteinNeil
      BernsteinSecretary-Treasurer,
      Principal Accounting Officer, and Financial
OfficerDate:   July
      24, 2008
            By:
            /s/ 
      William HartmanWilliam
      HartmanDirectorDate:  July
      24, 2008
            By:
            /s/ 
      Kirk HansonKirk
      HansonDirector





- 21
-