10-Q
1
e2743_10-q.htm
10-Q
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2021
☐
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ___________ to ___________
Commission
File No. 001-35384
DATA
STORAGE CORPORATION
(Exact
name of registrant as specified in its charter)
NEVADA
98-0530147
(State
or other jurisdiction of
incorporation or organization)
(I.R.S.
Employer
Identification No.)
48
South Service Road
Melville, NY
11747
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (212) 564-4922
Securities
registered pursuant to Section 12(b) of the Act: None
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common Stock, par value $0.001 per share
DTST
The Nasdaq Stock Market, LLC
(The Nasdaq Capital Market)
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
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Yes
☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company filer. See definition of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated
Filer ☐
Accelerated
Filer ☐
Non-Accelerated Filer
☒
Smaller Reporting Company
☒
Emerging Growth Company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
The number of shares of the registrant’s common
stock, $0.001 par value per share, outstanding as of May 17, 2021, was 3,215,063.
DATA STORAGE CORPORATION
FORM 10-Q
INDEX
Page
PART I— FINANCIAL INFORMATION
Item 1
Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020
3
Condensed Consolidated Statements of Operations for the three ended March 31, 2021 and 2020 (unaudited)
4
Condensed Consolidated Statements of Stockholders’ Equity for three months ended March 31, 2021 and 2020 (unaudited)
5
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (unaudited)
6
Notes to Condensed Consolidated Financial Statements
7-20
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21-24
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
25
Item 4.
Control and Procedures
25
PART II— OTHER INFORMATION
Item 1.
Legal Proceedings
26
Item 1A.
Risk Factors
26
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
26
Item 3.
Defaults Upon Senior Securities
26
Item 4.
Mine Safety Disclosures
26
Item 5.
Other Information
26
Item 6.
Exhibits
27
2
DATA STORAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2021
December 31, 2020
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents
$ 634,312
$ 893,598
Accounts receivable (less allowance for credit losses of $30,000 in 2021 and 2020)
724,683
554,587
Prepaid expenses and other current assets
529,490
239,472
Total Current Assets
1,888,485
1,687,657
Property and Equipment:
Property and equipment
8,152,661
7,845,423
Less—Accumulated depreciation
(5,762,511 )
(5,543,822 )
Net Property and Equipment
2,390,150
2,301,601
Other Assets:
Goodwill
3,015,700
3,015,700
Operating lease right-of-use assets
220,419
241,911
Other assets
49,654
49,310
Intangible assets, net
407,435
455,935
Total Other Assets
3,693,208
3,762,856
Total Assets
$ 7,971,843
$ 7,752,114
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses
$ 1,538,231
$ 979,552
Dividend payable
1,154,556
1,115,674
Deferred revenue
402,404
461,893
Line of credit
24
24
Finance lease payable
171,099
168,139
Finance leases payable related party
1,102,488
1,149,403
Operating lease liabilities short term
105,319
104,549
Note payable
455,200
374,871
Total Current Liabilities
4,929,321
4,354,105
Note payable long term
26,777
107,106
Operating lease liabilities long term
125,391
147,525
Finance leases payable, long term
208,035
247,677
Finance leases payable related party, long term
757,733
974,743
Total Long Term Liabilities
1,117,936
1,477,051
Total Liabilities
$ 6,047,257
$ 5,831,156
Stockholders’ Equity:
Preferred stock, Series A par value $0.001; 10,000,000 shares authorized; 1,401,786 shares issued and outstanding in each year
1,402
1,402
Common stock, par value $0.001; 250,000,000 shares authorized; 3,215,063 shares issued and outstanding in 2021 and 2020
3,213
3,213
Additional paid in capital
17,787,956
17,745,785
Accumulated deficit
(15,771,521 )
(15,734,737 )
Total Data Storage Corp Stockholders’ Equity
2,021,050
2,015,663
Non-controlling interest in consolidated subsidiary
(96,464 )
(94,705 )
Total Stockholders’ Equity
1,924,586
1,920,958
Total Liabilities and Stockholders’ Equity
$ 7,971,843
$ 7,752,114
The accompanying notes are an
integral part of these condensed consolidated Financial Statements.
3
DATA STORAGE CORPORATION AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS
(Unaudited)
Three Months Ended March 31,
2021
2020
Sales
$ 2,574,691
$ 2,098,710
Cost of sales
1,420,899
1,216,117
Gross Profit
1,153,792
882,593
Selling, general and administrative
1,118,407
876,626
Income from Operations
35,385
5,967
Other Income (Expense)
Interest income
2
20
Interest expense
(35,047 )
(46,460 )
Total Other Income (Expense)
(35,045 )
(46,440 )
Income (Loss) before provision for income taxes
340
(40,473 )
Provision for income taxes
—
—
Net Income (Loss)
340
(40,473 )
Non-controlling interest in consolidated subsidiary
1,759
6,063
Net Income (Loss) attributable to Data Storage Corp
2,099
(34,410 )
Preferred Stock Dividends
(38,883 )
(34,186 )
Net Loss attributable to Common Stockholders
$ (36,784 )
$ (68,596 )
Earning (Loss) per Share – Basic
$ (0.01 )
$ (0.02 )
Earning (Loss) per Share – Diluted
$ (0.01 )
$ (0.02 )
Weighted Average Number of Shares - Basic
3,213,485
3,212,152
Weighted Average Number of Shares - Diluted
3,213,485
3,212,152
The accompanying notes are an
integral part of these condensed consolidated Financial Statements.
4
DATA STORAGE CORPORATION AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED
MARCH 31, 2020 AND 2021
(Unaudited)
Preferred
Stock
Common
Stock
Additional
Paid-in
Accumulated
Non-Controlling
Total
Stockholders’
Shares
Amount
Shares
Amount
(1)
Capital
(1)
Deficit
Interest
Equity
Balance,
January 1, 2020
1,401,786
$ 1,402
3,210,985
$ 3,211
$ 17,581,659
$ (15,790,076 )
$ (68,048 )
$ 1,728,148
Stock-based
Compensation
—
—
—
—
33,048
—
—
33,048
Stock
Options Exercise
—
—
2,500
3
5,397
—
—
5,400
Net
Loss
—
—
—
—
—
(34,410 )
(6,063 )
(40,473 )
Preferred
Stock
—
—
—
—
—
(34,186 )
—
(34,186 )
Balance,
March 31, 2020
1,401,786
$ 1,402
3,213,485
$ 3,214
$ 17,620,104
$ (15,858,672 )
$ (74,111 )
$ 1,691,937
Balance,
January 1, 2021
1,401,786
$ 1,402
3,213,485
$ 3,213
$ 17,745,785
$ (15,734,737 )
(94,705 )
$ 1,920,958
Stock-based
Compensation
—
—
—
—
42,171
—
—
42,171
Net
Income
—
—
—
—
—
2,099
(1,759 )
340
Preferred
Stock
—
—
—
—
—
(38,883 )
—
(17,278 )
Balance,
March 31, 2021
1,401,786
$ 1,402
3,213,485
$ 3,213
$ 17,787,956
$ (15,771,521 )
$ (96,464 )
$ 1,924,58 6
(1) Amounts have been retroactively restated for all periods to reflect the
one-for-forty reverse split of common stock on May 14, 2021
The accompanying notes are an
integral part of these condensed consolidated Financial Statements.
5
DATA STORAGE CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
2021
2020
Cash Flows from Operating Activities:
Net Income (Loss)
$ 340
$ (40,473 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
267,189
241,658
Stock based compensation
42,171
33,048
Changes in Assets and Liabilities:
Accounts receivable
(170,096 )
(145,521 )
Other assets
(345 )
—
Prepaid expenses and other current assets
(290,018 )
(29,657 )
Right of use asset
21,492
20,067
Accounts payable and accrued expenses
558,679
123,890
Deferred revenue
(59,489 )
113,901
Operating lease liability
(21,364 )
(19,193 )
Net Cash Provided by Operating Activities
348,559
297,720
Cash Flows from Investing Activities:
Capital expenditures
(257,238 )
(56,812 )
Net Cash Used in Investing Activities
(257,238 )
(56,812 )
Cash Flows from Financing Activities:
Repayments of capital lease obligations
—
(169,711 )
Repayments of finance lease obligations related party
(313,925 )
—
Repayments of finance lease obligations
(36,682 )
—
Cash received for the exercised of options
—
5,400
Repayment of Credit Line
—
(74,976 )
Net Cash Used in Financing Activities
(350,607 )
(239,287 )
Net change in in Cash and Cash Equivalents
(259,286 )
1,621
Cash and Cash Equivalents, Beginning of Period
893,598
326,561
Cash and Cash Equivalents, End of Period
$ 634,312
$ 328,182
Supplemental Disclosures:
Cash paid for interest
$ 31,971
$ 177,451
Cash paid for income taxes
$ —
$ —
Non-cash investing and financing activities:
Accrual of preferred stock dividend
$ 38,883
$ 34,186
Assets acquired by finance lease
$ 50,000
$ 336,165
The accompanying notes are an
integral part of these condensed consolidated Financial Statements.
6
DATA STORAGE CORPORATION AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2021
Note 1 - Basis of Presentation, Organization and Other Matters
Data Storage Corporation (“DSC”
or the “Company”) provides subscription based, long term agreements for disaster recovery solutions, Infrastructure as a Service
(IaaS) and VoIP type solutions.
Headquartered in Melville, NY,
DSC offers solutions and services to businesses within the healthcare, banking and finance, distribution services, manufacturing, construction,
education, and government industries. DSC derives its revenues from subscription services and solutions, managed services, software and
maintenance, equipment and onboarding provisioning. DSC maintains infrastructure and storage equipment in several technical centers in
New York, Massachusetts, Texas and North Carolina.
Going Concern Analysis
As reflected in the Condensed Consolidated Financial statements, the Company
had a net loss attributable to common shareholders of $(36,784) and $(68,596) for the three months ended March 31, 2021 and 2020, respectively.
As of March 31, 2021, DSC had cash and cash equivalents of $634,312 and a working capital deficiency of $3,040,836. As a result, these
conditions initially raised substantial doubt regarding our ability to continue as a going concern.
During the three months ended
March 31, 2021, the Company provided cash from operations of $348,559 with continued revenue growth of subscription solutions. Further,
the Company has no capital expenditure commitments and the Company’s offices have been consolidated and fully staffed and with sufficient
room for growth.
If necessary, management also
determined that it is probable that related party sources of debt financing and capitalized leases can be renegotiated based on management’s
history of being able to raise and refinance debt through related parties.
As a result of the foregoing and
current favorable trends of improving cash flow, and after further analysis, the Company concluded that the initial conditions which raised
substantial doubt regarding the ability to continue as a going concern has been alleviated.
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation
The Condensed Consolidated Financial
statements include the accounts of (i) the Company, (ii) its wholly-owned subsidiaries, Data Storage Corporation, a Delaware corporation,
and Data Storage FL, LLC, a Florida limited liability company and (iii) its majority-owned subsidiary, Nexxis Inc, a Nevada corporation.
All significant inter-company transactions and balances have been eliminated in consolidation.
Basis of Presentation
The Condensed Consolidated Financial
Statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (US
GAAP).
Certain information and note
disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information
included in these financial statements should be read in conjunction with the audited financial statements as of and for the years ended
December 31, 2020 and 2019 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020
Form 10-K”), as filed on March 31, 2021. In the opinion of the Company’s management, these condensed consolidated financial
statements include all adjustments, which are of only a normal and recurring nature, necessary for a fair presentation of the statement
of financial position of the Company as of March 31, 2021 and its results of operations and cash flows for the three months ended March
31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results
to be expected for the full fiscal year ending December 31, 2021.
7
Business combinations.
We account for business combinations
under the acquisition method of accounting, which requires us to recognize separately from goodwill, the assets acquired, and the liabilities
assumed at their acquisition date fair values. While we use our best estimates and assumptions to accurately value assets acquired and
liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain
and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record
adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement
period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments
are recognized in our consolidated statements of operations.
Accounting for business combinations
requires our management to make significant estimates and assumptions, especially at the acquisition date including our estimates for
intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies, and contingent consideration,
where applicable. Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, they
are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain.
Critical estimates in valuing certain of the intangible assets we have acquired include future expected cash flows from product sales,
customer contracts and acquired technologies, and estimated cash flows from the projects when completed and discount rates. Unanticipated
events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.
Recently Issued and Newly Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU
No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”).
ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive
cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is
effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects
that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU.
On November
15, 2019, the FASB issued ASU 2019-10, which (1) provides a framework to stagger effective dates for future major accounting
standards and (2) amends the effective dates for certain major new accounting standards to give implementation relief to certain types
of entities. Specifically, ASU 2019-10 changes some effective dates for certain new standards on the following topics in the FASB
Accounting Standards Codification (ASC). As a smaller reporting company, the effective date for the Company is noted next to
each major standard.
8
● Derivatives
and Hedging (ASC 8152) – January 1, 2021
● Leases
(ASC 842) – January 1, 2021
● Financial
Instruments — Credit Losses (ASC 326) – January 1, 2023
● Intangibles
— Goodwill and Other (ASC 350) – January 1, 2023
The Company expects that there
would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of these ASU’s.
Use of Estimates
The preparation of financial statements
in conformity with US GAAP requires management to make estimates and assumptions that affect the 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 revenue and expenses
during the reporting period. Actual results could differ from these estimates.
Estimated Fair Value of Financial Instruments
The Company’s financial
instruments include cash, accounts receivable, accounts payable, line of credit, notes payable and lease commitments. Management believes
the estimated fair value of these accounts at March 31, 2021 approximate their carrying value as reflected in the balance sheet due to
the short-term nature of these instruments or the use of market interest rates for debt instruments. The carrying values of certain of
the Company’s notes payable and capital lease obligations approximate their fair values based upon a comparison of the interest
rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace.
Cash and Cash Equivalents
The Company considers all highly
liquid investments with an original maturity or remaining maturity at the time of purchase, of three months or less to be cash equivalents.
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments and assets
subjecting the Company to concentration of credit risk consist primarily of cash and cash equivalents, short-term investments and trade
accounts receivable. The Company’s cash and cash equivalents are maintained at major U.S. financial institutions. Deposits in these
institutions may exceed the amount of insurance provided on such deposits.
The Company’s customers are primarily concentrated
in the United States.
The Company provides credit in
the normal course of business. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful
accounts on factors surrounding the credit risk of specific customers, historical trends, and other information.
For the three months ended March
31, 2021, DSC had two customers with an accounts receivable balance representing 58% of total accounts receivable. For the three months
ended March 31, 2020, DSC had two customers with an accounts receivable balance representing 30% of total accounts receivable.
For the three months ended March
31, 2021 the Company had two customers that accounted for 36% of revenue. For the three months ended March 31, 2020 the Company had
one customer that accounted for 14% of revenue.
Accounts Receivable/Allowance for Credit Losses
The Company sells its services to customers on an open credit basis. Accounts
receivable are uncollateralized, non-interest-bearing customer obligations. Accounts receivables are typically due within 30 days. The
allowance for credit losses reflects the estimated accounts receivable that will not be collected due to credit losses. Provisions for
estimated uncollectible accounts receivable are made for individual accounts based upon specific facts and circumstances including criteria
such as their age, amount, and customer standing. Provisions are also made for other accounts receivable not specifically reviewed based
upon historical experience. Clients are invoiced in advance for services as reflected in deferred revenue on the Company’s balance
sheet.
Property and Equipment
Property and equipment are recorded
at cost and depreciated over their estimated useful lives or the term of the lease using the straight-line method for financial statement
purposes. Estimated useful lives in years for depreciation are 5 to 7 years for property and equipment. Additions, betterments and replacements
are capitalized, while expenditures for repairs and maintenance are charged to operations when incurred. As units of property are sold
or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized
in income.
9
Deferred Offering Costs
The Company capitalizes certain legal, professional accounting and other
third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated.
After consummation of equity financings, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional
paid-in capital generated as a result of the offering. Should the planned equity financings be abandoned, the deferred offering costs
are expensed immediately as a charge to other income (expense) in the consolidated statement of operations. For the three months ended
March 31, 2021, the Company recorded deferred offering costs of $273,423, which are included in prepaid expenses.
Income Taxes
Deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. At March 31, 2021 and December 31, 2020, the Company had a full valuation allowance against its
deferred tax assets.
Per FASB ASC 740-10, disclosure
is not required of an uncertain tax position unless it is considered probable that a claim will be asserted and there is a more-likely-than-not
possibility that the outcome will be unfavorable. Using this guidance, as of December 31, 2020 and 2019, the Company has no uncertain
tax positions that qualify for either recognition or disclosure in the financial statements. The Company’s 2019, 2018 and 2017 Federal
and State tax returns remain subject to examination by their respective taxing authorities. Neither of the Company’s Federal or
State tax returns are currently under examination.
Goodwill and Other Intangibles
In accordance with GAAP, the
Company tests goodwill and other intangible assets for impairment on at least an annual basis. Impairment exists if the carrying value
of a reporting unit exceeds its estimated fair value. To determine the fair value of goodwill and intangible assets, the Company uses
many assumptions and estimates using a market participant approach that directly impact the results of the testing. In making these assumptions
and estimates, the Company uses industry accepted valuation models and set criteria that are reviewed and approved by various levels
of management.
Revenue Recognition
Nature of goods and services
The following is a description
of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations,
and significant payment terms for each:
1)
Infrastructure as a Service (IaaS) and Disaster Recovery Revenue
Subscription services such as
Infrastructure as a Service, Platform as a Service and Disaster Recovery, High Availability, Data Vault Services and DRaaS type solutions
(cloud) allows clients to centralize and streamline their technical and mission critical digital information and technical environment.
Client’s data can be backed up, replicated, archived and restored to meet their back to work objective in a disaster. Infrastructure
as a Service (IaaS) assist clients to achieve reliable and cost-effective computing and high availability solutions while eliminating
or supplementing capital expenditures.
2)
Managed Services
These services are performed at
the inception of a contract. The Company offers professional assistance to its clients during the installation processes. On-boarding
and set-up services ensure that the solution or software is installed properly and function as designed to provide clients with the best
solutions. In addition, clients that are managed service clients have a requirement for DSC to offer time and material billing.
The Company also derives revenue
from providing support and management of its software to clients. The managed services include help desk, remote access, annual recovery
tests and manufacturer support for equipment and on-gong monitoring of client system performance.
3)
Equipment and Software Revenue
The Company provides equipment
and software and actively participate in collaboration with IBM to provide innovative business solutions to clients. The Company is a
partner of IBM and the various software solutions provided to clients.
Disaggregation of revenue
In the following table, revenue
is disaggregated by major product line, geography, and timing of revenue recognition.
10
For
the Three Months
Ended
March 31, 2021
United States
International
Total
Infrastructure & Disaster Recovery/Cloud Service
$
1,629,773
$
30,575
$
1,660,348
Equipment and Software
464,883
—
464,883
Managed Services
226,767
—
226,767
Nexxis VoIP Services
195,326
—
195,326
Other
27,367
—
27,367
Total
Revenue
$
2,544,116
$
30,575
$
2,574, 691
For the Three Months
Ended March 31, 2020
United States
International
Total
Infrastructure & Disaster Recovery/Cloud Service
$ 1,359,921
$ 33,799
$ 1,393,720
Equipment and Software
328,733
—
328,733
Managed Services
220,475
—
220,475
Nexxis VoIP Services
153,197
—
153,197
Other
2,585
—
2,585
Total Revenue
$ 2,064,911
$ 33,799
$ 2,098,710
For the Three Months
Ended March 31,
Timing of revenue recognition
2021
2020
Products transferred at a point in time
$ 687,576
$ 328,733
Products and services transferred over time
1,887,115
1,769,977
Total Revenue
$ 2,574,691
$ 2,098,710
Contract receivables are recorded
at the invoiced amount and are uncollateralized, non-interest-bearing client obligations. Provisions for estimated uncollectible accounts
receivable are made for individual accounts based upon specific facts and circumstances including criteria such as their age, amount,
and client standing.
Sales are generally recorded in
the month the service is provided. For clients who are billed on an annual basis, deferred revenue is recorded and amortized over the
life of the contract.
11
Transaction price allocated to the remaining performance
obligations
The Company has the following
performance obligations:
1)
Disaster Recovery (“DR”) : subscription-based service that instantly encrypts and transfers data to
secure location further replicates the data to a second DSC data center where it remains encrypted. Provides ten (10) hour or less recovery
time
2)
Data Vaulting : subscription-based cloud backup solution that uses advanced data reduction technology to shorten restore time
3)
High Availability (“HA”) : subscription-based service which offers cost-effective mirroring replication technology and provides one (1) hour or less recovery time
4)
Infrastructure as a Service (“IaaS”) : subscription-based service offers “capacity on-demand” for IBM Power and Intel server systems
5)
Message Logic : subscription-based service offers cost effective email archiving, data analytics, compliance monitoring and retrieval of email messages which cannot be deleted
6)
Internet : subscription-based service offers continuous internet connection in the event of outages
7)
Support and Maintenance : subscription-based service offers support for servers, firewalls, desktops or software and ad hoc support and help desk
8)
Initial Set-Up Fees : on boarding and set-up services
9)
Equipment sales : sale of servers to the end user
10)
License : granting SSL certificates and other licenses
Disaster Recovery with Stand-By Servers, High
Availability, Data Vaulting, IaaS, Message Logic, Support and Maintenance and Internet
Subscription services such as
the above allows clients to access a set of data or receive services for a predetermined period of time. As the client obtains access
at a point in time but continues to have access for the remainder of the subscription period, the client is considered to simultaneously
receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the related performance
obligation is considered to be satisfied ratably over the contract term. As the performance obligation is satisfied evenly across the
term of the contract, revenue is recognized on a straight-line basis over the contract term.
Initial Set-Up Fees
The Company accounts for set-up
fees as separate performance obligation. Set-up services are performed one time and accordingly the revenue is recognized at the point
in time that the service is performed, and the Company is entitled to the payment.
Equipment sales
For the Equipment sales performance
obligation, the control of the product transfers at a point in time (i.e., when the goods have been shipped or delivered to the client’s
location, depending on shipping terms). Noting that the satisfaction of the performance obligation, in this sense, does not occur over
time as defined within ASC 606-10-25-27 through 29, the performance obligation is considered to be satisfied at a point in time (ASC 606-10-25-30)
when the obligation to the client has been fulfilled (i.e., when the goods have left the shipping facility or delivered to the client,
depending on shipping terms).
License – granting SSL certificates
and other licenses
In the case of licensing performance
obligation, the control of the product transfers either at point in time or over time depending on the nature of the license. The revenue
standard identifies two types of licenses of IP: a right to access IP and a right to use IP. To assist in determining whether a license
provides a right to use or a right to access IP, ASC 606 defines two categories of IP: Functional and Symbolic. The Company’s license
arrangements typically do not require the Company to make its proprietary content available to the client either through a download or
through a direct connection. Throughout the life of the contract the Company does not continue to provide updates or upgrades to the
license granted. Based on the guidance, the Company considers its license offerings to be akin to functional IP and recognizes revenue
at the point in time the license is granted and/or renewed for a new period.
Payment terms
The terms of the contracts typical
range from 12 to 36 months with auto-renew options. The Company invoices clients one month in advance for its services plus any overages
or additional services provided in the previous month.
Warranties
The Company offers guaranteed
service levels and performance and service guarantees on some of its contracts. These warrantees are not sold separately and according
to ASC 606-10-50-12(a) are accounted as “assurance warranties”.
Significant judgement
In the instances that contracts
have multiple performance obligations, the Company uses judgment to establish stand-alone price for each performance obligation separately.
The price for each performance obligation is determined by reviewing market data for similar services as well as the Company’s historical
pricing of each individual service. The sum of each performance obligation was calculated to determine the aggregate price for the individual
services. Next the proportion of each individual service to the aggregate price was determined. That ratio was applied to the total contract
price in order to allocate the transaction price to each performance obligation.
Impairment of Long-Lived Assets
In accordance with FASB ASC 360-10-35,
the Company reviews its long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset
might not be recoverable. An impairment loss, measured as the amount by which the carrying value exceeds the fair value, is recognized
if the carrying amount exceeds estimated undiscounted future cash flows.
12
Advertising Costs
The Company expenses the costs
associated with advertising as they are incurred. The Company incurred a net impact of $95,776 and $65,380 for advertising costs for the
three months ended March 31, 2021 and 2020, respectively.
Stock Based Compensation
DSC follows the requirements of
FASB ASC 718-10-10, Share Based Payments with regards to stock-based compensation issued to employees and non-employees. DSC has
agreements and arrangements that call for stock to be awarded to the employees and consultants at various times as compensation and periodic
bonuses. The expense for this stock-based compensation is equal to the fair value of the stock price on the day the stock was awarded
multiplied by the number of shares awarded.
The
valuation methodology used to determine the fair value of the options issued during the period is the Black-Scholes option-pricing model.
The Black-Scholes model requires the use of a number of assumptions including volatility of the stock price, the average risk-free interest
rate, and the weighted average expected life of the options. Risk–free interest rates are calculated based on continuously compounded
risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any
cash dividends on its Common Stock and does not intend to pay dividends on its Common Stock in the foreseeable future. The expected forfeiture
rate is estimated based on management’s best assessment.
Estimated volatility is a measure
of the amount by which DSC’s stock price is expected to fluctuate each year during the expected life of the award. DSC’s calculation
of estimated volatility is based on historical stock prices of these entities over a period equal to the expected life of the awards.
DSC uses the historical volatility of peer entities due to the lack of sufficient historical data of its stock price.
Net Income (Loss) Per Common Share
In accordance with FASB ASC 260-10-5
Earnings Per Share, basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of
common stock outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) adjusted for income or
loss that would result from the assumed conversion of potential common shares from contracts that may be settled in stock or cash by the
weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each
period.
The following table sets forth
the number of potential shares of common stock that have been excluded from diluted net income (loss) per share net income (loss) per
share because their effect was anti-dilutive:
March 31,
2021
2020
Options
207,650
208,146
Warrants
3,333
3,333
210,983
211,479
Note 3 - Property and Equipment
Property and equipment, at cost, consist of the following:
March 31,
December 31,
2021
2020
Storage equipment
$ 756,236
$ 756,236
Website and software
533,417
533,417
Furniture and fixtures
27,131
17,441
Leasehold improvements
20,983
20,983
Computer hardware and software
1,228,520
1,236,329
Data center equipment
5,586,374
5,281,017
8,152,661
7,845,423
Less: Accumulated depreciation
(5,762,511 )
(5,543,822 )
Net property and equipment
$ 2,390,150
$ 2,301,601
Depreciation expense for the three months ended March 31, 2021 and 2020
was $218,689 and $193,158, respectively.
13
Note 4 - Goodwill and Intangible Assets
Goodwill and intangible assets consisted of the following:
March 31, 2021
Estimated life
Accumulated
in years
Gross amount
Amortization
Net
Intangible
assets not subject to amortization
Goodwill
Indefinite
$ 3,015,700
$ —
$ 3,015,700
Trademarks
Indefinite
294,268
—
294,268
Total
intangible assets not subject to amortization
3,309,968
—
3,309,968
Intangible
assets subject to amortization
Customer
lists
5-15
897,274
897,274
—
ABC
acquired contracts
5
310,000
273,833
36,167
SIAS
acquired contracts
5
660,000
583,000
77,000
Non-compete
agreements
4
272,147
272,147
—
Total
intangible assets subject to amortization
2,139,421
2,026,254
113,167
Total
Goodwill and Intangible Assets
$ 5,449,389
$ 2,026,254
$ 3,423,135
Scheduled amortization over the next year is as follows:
Twelve months ending March 31,
2022
$
113,167
Amortization expense for the three months ended March 31, 2021 and 2020
were $48,500 and $48,500 respectively.
Note 5 –Leases
Operating Leases
The Company currently has two
leases for office space located in Melville, NY.
The first lease for office space
in Melville, NY, was assumed as part of the Company’s acquisition of ABC in 2016 and called for monthly payments of $8,382 and
expiring August 31, 2019. Upon termination of the lease in August 2019, the Company entered into a new lease for a technology lab in
a smaller space commencing on September 1, 2019. The term of this lease is for three years and eleven months and runs co-terminus with
our existing lease in the same building. The base annual rent is $10,764 payable in equal monthly installments of $897.
A second lease
for office space in Melville, NY, was entered into on November 20, 2017, which commenced on April 2, 2018. The term of this lease is
five years and three months at $86,268 per year with an escalation of 3% per year and expires on July 31, 2023.
The lease for office space in Warwick, RI, called for monthly payments
of $2,324 beginning February 1, 2015 which escalated to $2,460 on February 1, 2017. This lease commenced on February 1, 2015 and expired
on January 31, 2019. The Company extended this lease until January 31, 2020. This lease was further extended until January 31, 2021. The
annual base rent was $31,176 payable in equal monthly installments of $2,598. The Company satisfied the terms of the lease and no longer
occupies this premise.
The Company leases rack space
in New York, Massachusetts and North Carolina. These leases are month to month and the monthly rent is approximately $25,000.
In 2020, the Company entered
into a new rack space lease agreement in Dallas, TX. The lease term is 13 months and requires monthly payments of $1,905.
Finance Lease Obligations
On June 1, 2020, the Company entered
into a lease agreement with Arrow Capital Solutions, Inc. to lease equipment. The lease obligation is payable to Arrow Capital Solutions
with monthly installments of $5,008. The lease carries an interest rate of 7% and is a three-year lease. The term of the lease ends June
1, 2023.
14
On June 29, 2020, the Company entered
into a lease agreement with Arrow Capital Solutions, Inc. to lease equipment. The lease obligation is payable to Arrow Capital Solutions
with monthly installments of $5,050. The lease carries an interest rate of 7% and is a three-year lease. The term of the lease ends June
29, 2023.
On July 31, 2020, the Company
entered into a lease agreement with Arrow Capital Solutions, Inc. to lease equipment under a finance lease. The lease obligation is payable
to Arrow Capital Solutions with monthly installments of $4,524. The lease carries an interest rate of 7% and is a three-year lease.
Finance Lease Obligations – Related Party
On April 1, 2018, the Company
entered into a lease agreement with Systems Trading Inc. (“Systems Trading”) to refinance all equipment leases into one lease.
This lease obligation is payable to Systems Trading with bi-monthly installments of $23,475. The lease carries an interest rate of 5%
and is a four-year lease. The term of the lease ends April 16, 2022. Systems Trading is owned and operated by the Company’s President,
Harold Schwartz.
On January 1, 2019, the Company
entered into a lease agreement with Systems Trading. This lease obligation is payable to Systems Trading with monthly installments
of $29,592. The lease carries an interest rate of 6.75% and is a five-year lease. The term of the lease ends December 31, 2023.
On April 1, 2019, the Company entered into two lease agreements with Systems
Trading to add new data center equipment. The first lease calls for monthly installments of $1,328 and expires on March 1, 2022. It carries
an interest rate of 7%. The second lease calls for monthly installments of $461 and expires on March 1, 2022. It carries an interest rate
of 6.7%.
On January 1, 2020, the Company
entered into a new lease agreement with Systems Trading to lease equipment. The lease obligation is payable to Systems Trading with monthly
installments of $10,534. The lease carries an interest rate of 6% and is a three-year lease. The term of the lease ends January 1, 2023.
On
March 4, 2021, the Company entered into a new lease agreement with Systems Trading effective April 1, 2021. This lease obligation is payable
to Systems Trading with monthly installments of $1,567 and expires on March 31, 2024. The lease carries an interest rate of 8%.
15
The Company determines if an
arrangement contains a lease at inception. Right of Use “ROU” assets represent the Company’s right to use an underlying
asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and
liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
The Company’s lease term includes options to extend the lease when it is reasonably certain that it will exercise that option.
Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above.
ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over
the lease term. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company recognizes
variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on
an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized
in the period incurred. A discount rate of 7% was used in preparation of the ROU asset and operating liabilities.
The components of lease expense were as follows:
Three Months Ended
March 31, 2021
Finance leases:
Amortization of assets, included in depreciation and amortization expense
$ 350,607
Interest on lease liabilities, included in interest expense
26,941
Operating lease:
Amortization of assets, included in total operating expense
25,652
Interest on lease liabilities, included in total operating expense
4,287
Total net lease cost
$ 407,487
Supplemental balance sheet information related to leases was as follows
Operating Leases
Operating
lease ROU asset
$ 220,419
Current
operating lease liabilities
105,319
Noncurrent
operating lease liabilities
125,391
Total
operating lease liabilities
$ 230,71 0
March 31, 2021
Finance leases:
Property and equipment, at cost
$ 4,416,665
Accumulated amortization
(2,305,689 )
Property and equipment, net
2,110,976
Current obligations of finance leases
$ 1,273,587
Finance leases, net of current obligations
965,768
Total finance lease liabilities
$ 2,239,355
Supplemental cash flow and other information related to leases was as follows:
Three
Months Ended March 31, 2021
Cash
paid for amounts included in the measurement of lease liabilities:
Operating
cash flows related to operating leases
$ 21,364
Financing
cash flows related to finance leases
$ 350,607
Weighted
average remaining lease term (in years):
Operating
leases
1.47
Finance
leases
2.07
Weighted
average discount rate:
Operating
leases
7 %
Finance
leases
6 %
Long-term obligations under the operating and finance leases at March 31,
2021 mature as follows:
For the Twelve Months Ended March 31,
Operating Leases
Finance Leases
2022
$ 105,319
$ 1,260,160
2023
108,534
773,155
2024
37,120
377,276
Total lease payments
250,973
2,410,591
Less: Amounts representing interest
(20,263 )
(171,236 )
Total lease obligations
230,710
2,239,355
Less: Current
(105,319 )
(1,273,587 )
$ 125,391
$ 965,768
As of March 31, 2021, the Company
had no additional significant operating or finance leases that had not yet commenced. Rent expense under all operating leases for the
three months ended March 31, 2021 and 2020 was $20,263 and $24,905, respectively.
16
Note 6 - Commitments and Contingencies
COVID-19
The COVID-19 pandemic has created
significant worldwide uncertainty, volatility and economic disruption. The extent to which COVID-19 will adversely impact the Company’s
business, financial condition and results of operations is dependent upon numerous factors, many of which are highly uncertain, rapidly
changing and uncontrollable. These factors include, but are not limited to: (i) the duration and scope of the pandemic; (ii) governmental,
business and individual actions that have been and continue to be taken in response to the pandemic, including travel restrictions, quarantines,
social distancing, work-from-home and shelter-in-place orders and shut-downs; (iii) the impact on U.S. and global economies and the timing
and rate of economic recovery; (iv) potential adverse effects on the financial markets and access to capital; (v) potential goodwill or
other impairment charges; (vi) increased cybersecurity risks as a result of pervasive remote working conditions; and (vii) the Company’s
ability to effectively carry out its operations due to any adverse impacts on the health and safety of its employees and their families.
Under NYS Executive Order 202.6,
“Essential Business,” DSC is an “Essential Business” based on the following in the Executive order number 2:
Essential infrastructure including telecommunications and data centers; and, number 12: Vendors that provide essential services or products,
including logistics and technology support. Further, as a result of the pandemic, all employees, including the Company’s specialized
technical staff, are working remotely or in a virtual environment. DSC always maintains the ability for team members to work virtually
and the Company will continue to stay virtual, until the State and or the Federal government indicate the environment is safe to return
to work. The significant increase in remote working, particularly for an extended period of time, could exacerbate certain risks to the
Company’s business, including an increased risk of cybersecurity events and improper dissemination of personal or confidential
information, though the Company does not believe these circumstances have, or will, materially adversely impact its internal controls
or financial reporting systems. If the COVID-19 pandemic should worsen, the Company may experience disruptions to our business including,
but not limited to: equipment, its workforce, or to its business relationships with other third parties. The extent to which COVID-19
impacts the Company’s operations or those of its third-party partners will depend on future developments, which are highly uncertain
and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the severity
of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. Any such disruptions or losses we incur could have
a material adverse effect on the Company’s financial results and our ability to conduct business as expected.
Revolving Credit Facility
On January 31, 2008, the Company
entered into a revolving credit line with a bank. The credit facility provides for $100,000 at prime plus 0.5% and is secured by all assets
of the Company and personally guaranteed by the Company’s CEO. As of March 31, 2021 and December 31, 2020 the balance was $24 and
$24 respectively.
Note 7 – Long Term Debt
On
April 30, 2020, the Company was granted a loan from a banking institution, in the principal amount of $481,977 (the “Loan”),
pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the Coronavirus Aid, Relief, and Economic
Security Act (the “CARES Act”), which was enacted on March 27, 2020. The Loan, which was in the form of a Note dated April
30, 2020, matures on April 30, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on November 5,
2020. Funds from the loan may only be used to retain workers and maintain payroll or make mortgage payments, lease payments and utility
payments. Management used the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may
be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company has applied for the loan forgiveness.
As of March 31, 2021, if not forgiven, remaining scheduled
principal payments due on notes payable are as follows:
For the twelve months ending March 31,
2022
$
455,200
2023
26,777
$
481,977
17
Note 8 - Stockholders’ (Deficit)
Capital Stock
The Company has 260,000,000 authorized
shares of capital stock, consisting of 250,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of Preferred Stock,
par value $0.001 per share.
On March 8, 2021 the Company’s
shareholders approved an amendment to the Company’s articles of incorporation, as amended, to effect a reverse stock split of the
Company’s issued and outstanding shares of common stock, at a ratio to be determined at the discretion of the Board of Directors
within a range of one (1) share of common stock for every two (2) to sixty (60) shares of common stock, such amendment to be effected
only in the event the Board of Directors still deems it advisable. See Note 12 – Subsequent Events.
On May 6, 2021 the Company filed
with the Securities and Exchange Commission Amendment No. 4 to Form S-1 - Registration Statement Under the Securities Act of 1993 to offer
1,162,790 Units (Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock).
During the three months ended
March 31, 2021, the Company received cash of $5,400 from the exercise of 2,500 options.
Common Stock Options
A summary of the Company’s
option activity and related information follows:
Number of
Shares
Under Options
Range of
Option Price
Per Share
Weighted
Average
Exercise Price
Weighted
Average
Contractual
Life
Options Outstanding at December 31, 2020
207,650
$ 2.0-15.6
$ 5.2
6.6
Options Granted
—
—
—
Exercised
—
—
—
Expired/Cancelled
—
—
—
Options Outstanding at March 31, 2021
207,650
$ 2.0-15.6
$ 5.2
6.38
Options Exercisable at March 31, 2021
139,541
$ 2.0-15.6
$ 6.4
5.50
Share-based compensation expense
for options totaling $42,171 and $33,048 was recognized in our results for the three months ended March 31, 2021 and 2020, respectively.
The valuation methodology used
to determine the fair value of the options issued during the year was the Black-Scholes option-pricing model. The Black-Scholes model
requires the use of a number of assumptions including volatility of the stock price, the average risk-free interest rate, and the weighted
average expected life of the options.
The risk-free interest rate assumption
is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the options.
Estimated volatility is a measure
of the amount by which the Company’s stock price is expected to fluctuate each year during the expected life of the award. The Company’s
calculation of estimated volatility is based on historical stock prices of these peer entities over a period equal to the expected life
of the awards. The Company uses the historical volatility of peer entities due to the lack of sufficient historical data of its stock
price.
As of March 31, 2021, there was
$221,939 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based
compensation plans that is expected to be recognized over a weighted average period of approximately 1.5 years.
18
Preferred Stock
Dividends
Each share of Series A Preferred
Stock, in preference to the holders of all common stock, shall entitle its holder to receive, but only out of funds that are legally available
therefore, cash dividends at the rate of ten percent (10%) per annum from the Original Issue Date on the Original Issue Price for such
share of Series A Preferred Stock, compounding annually unless paid by the Company. Accrued dividends at March 31, 2021 were $1,154,556.
Note 9 - Litigation
We are currently not involved
in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is
no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting
DSC, its common stock, any of its subsidiaries or of DSC’s or DSC’s subsidiaries’ officers or directors in their capacities
as such, in which an adverse decision could have a material adverse effect.
Note 10 - Related Party Transactions
Finance Lease Obligations – Related Party
During the three months ended
March 31, 2021 the Company entered into one related party finance lease obligations. See Note 5 for details.
Nexxis Capital LLC
Charles Piluso (Chairman and CEO)
and Harold Schwartz (President) collectively own 100% of Nexxis Capital LLC (“Nexxis Capital”). Nexxis Capital was formed
to purchase equipment and provide leases to Nexxis Inc.’s customers.
The Company received funds of
$3,968 and $0 during the three months ended March 31, 2021 and 2020 respectively.
Note 11 - Merger
Flagship Solutions, LLC
On February
4, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Data Storage FL, LLC, a Florida
limited liability company and the Company’s wholly-owned subsidiary (the “Merger Sub”), Flagship Solutions, LLC (“Flagship”),
a Florida limited liability company, and the owners (collectively, the “Equityholders”) of all of the issued and outstanding
limited liability company membership interests in Flagship (collectively, the “Equity Interests”), pursuant to which, upon
the Closing (as defined below), the Company will acquire Flagship through the merger of Merger Sub with and into Flagship (the “Merger”),
with Flagship being the surviving company in the Merger and becoming as a result its wholly-owned subsidiary. The closing of the Merger
(the “Closing”) is expected to take place on or before May 31, 2021 (the “Outside Closing Date”).
Pursuant
to the Merger, all of the Equity Interests that are issued and outstanding immediately prior to the effectiveness of the filing of the
Articles of Merger by Flagship and Merger Sub with the Secretary of State of the State of Florida, will be converted into the right to
receive an aggregate amount equal to up to $10,500,000, consisting of $5,550,000, payable in cash, subject to reduction by the amount
of any excluded liabilities assumed by the Company at Closing and subject to adjustment as set forth below in connection with a net working
capital adjustment, and up to $4,950,000, payable in shares of the Company’s common stock, subject to reduction by the amount by
which the valuation of Flagship (the “Flagship Valuation”), as calculated based on Flagship’s unaudited pro forma 2018
financial statements and audited 2019 and 2020 financial statements (the “2020 Audit”), is less than $10,500,000. In the event
that the Flagship Valuation, as calculated based on the 2020 Audit, is less than $10,500,000, then, within fifteen (15) days after completion
of the audit of Flagship’s financial statements for its 2019, 2020 and 2021 fiscal years (the “2021 Audit”), the Company
has agreed to pay the Equityholders, in shares of the Company’s common stock, the amount by which the Flagship Valuation, as calculated
based on the 2021 Audit, exceeds the sum of $5,550,000 and the value of the shares merger consideration paid by us to the Equityholders
at Closing, subject to a cap of $4,950,000. In addition, the cash merger consideration paid by the Company to the Equityholders at Closing
shall be adjusted, on a dollar-for-dollar basis, by the amount by which Flagship’s estimated net working capital at Closing is more
or is less than the target working capital amount specified in the Merger Agreement.
19
The parties
have agreed to indemnify each other for any losses that may be incurred by them as a result of their breach of any of their representations,
warranties and covenants contained in the Merger Agreement. The Company’s indemnification obligations are capped at 20% of the aggregate
merger consideration paid to the Equityholders for any breach of our representations and warranties contained in the Merger Agreement,
other than the representations and warranties set forth under Section 4.1 (Existence; Good Standing; Authority; Enforceability), Section
4.2 (No Conflict) and Section 4.4 (Brokers) (herein, “Fundamental Representations”). The Company’s indemnification obligations
in respect of any breach by the Company of the Fundamental Representations or in the event of our willful or intentional breach of the
Merger Agreement (or acts of fraud), are not capped.
Concurrently
with the Closing, Flagship and Mark Wyllie, Flagship’s Chief Executive Officer, will enter into an Employment Agreement (the “Wyllie
Employment Agreement”), which will become effective upon consummation of the Closing, pursuant to which Mr. Wyllie will continue
to serve as Chief Executive Officer of Flagship following the Closing on the terms and conditions set forth therein. Flagship’s
obligations under the Wyllie Employment Agreement will also be guaranteed by the Company. The Wyllie Employment Agreement provides for:
(i) an annual base salary of $170,000, (ii) management bonuses comprised of twenty-five percent (25%) of Flagship’s net income
available in free cash flow as determined in accordance with GAAP for each calendar quarter during the term, (iii) an agreement to issue
him stock options of the Company, subject to approval by the Board, commensurate with his position and performance and reflective of
the executive compensation plans that the Company has in place with its other subsidiaries of similar size to Flagship, (iv) life insurance
benefits in the amount of $400,000, and (v) four weeks paid vacation. In the event Mr. Wyllie’s employment is terminated by him
for good reason (as defined in the Wyllie Employment Agreement) or by Flagship without cause, he will be entitled to receive his annual
base salary through the expiration of the initial three-year employment term and an amount equal to his last annual bonus paid, payable
quarterly. Pursuant to the Wyllie Employment Agreement, we have agreed to elect Mr. Wyllie to the Board and the board of directors of
Flagship to serve so long as he continues to be employed by the Company. The employment agreement contains customary non-competition
provisions that apply during its term and for a period of two years after the term expires. In addition, pursuant to the Wyllie Employment
Agreement, Mr. Wyllie will be appointed to serve as a member of the Company’s Board of Directors and the board of directors
of Flagship to serve so long as he continues to be employed by us.
The Merger
Agreement further provides that it may be terminated by Flagship and the Equityholders (a “Flagship Termination”) in the event
the Company has not consummated an underwritten public offering of its securities or listed its shares of common stock on national securities
exchange such as the Nasdaq, by the Outside Closing Date, as long as such failure was not due to the breach of, or non-compliance with,
the Merger Agreement by the Company or any of the Equityholders. In the event of a Flagship Termination, the Company will be required
to pay Flagship and the Equityholders an amount equal to two (2) times their reasonable, documented, out-of-pocket attorneys’ and
accountants’ transaction fees and expenses incurred prior to such Flagship Termination in connection with the Merger, up to a maximum
aggregate amount of $100,000.
Note 12 -Subsequent Events
On May 13, 2021, the Company’s registration
statement on Form S-1 (File No. 333-23506) was declared effective (the “S-1 Registration Statement”). On May 13, 2021, the
Company filed a registration statement on Form S-1 (File No. 333-256111) with the “Securities and Exchange Commission pursuant to
Rule 462(b) of the Securities Act of 1933, as amended to register additional securities which was immediately declared effective.
On May 14, 2021, the Company
effected a 1-for-40 reverse stock split. As a result, all share information in the accompanying condensed financial statements has been
adjusted as if the reverse stock split happened on the earliest date presented.
On May 13, 2021, the Company entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Maxim Group LLC, as representative of the several underwriters named therein
(the “Representative”), for an underwritten public offering (the “Offering”) of an aggregate of 1,600,000 units
(the “Units), each consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
together with one warrant to purchase one share of Common Stock (each a “Warrant” and collectively, the “Warrants”)
at an exercise price equal to $7.425 per share of Common Stock.
The public offering price was
$6.75 per Unit and the underwriters agreed to purchase 1,600,000 Units at an 7.5% discount to the public offering price. The Company granted
the Representative a 45-day option to purchase an additional 240,000 shares of Common Stock and/or an additional 240,000 Warrants, in
any combination thereof, to cover over-allotments, if any. On May 15, 2021, the Representative partially exercised the over-allotment
option to purchase an additional 240,000 Warrants to purchase 240,000 shares of Common Stock. The gross proceeds from the Offering are
estimated to be $10.8 million, or approximately $12.4 million if the Representative exercises in full its over-allotment option, before
deducting underwriting discounts and commissions and other Offering expenses.
Pursuant to the Underwriting Agreement,
the Company agreed to issue to the Representative, as a portion of the underwriting compensation payable to the Representative, warrants
to purchase up to a total of 80,000 shares of Common Stock (the “Representative’s Warrants”). The Representative’s
Warrants are exercisable at $7.425 per share, are initially exercisable 180 days from the commencement of sales of the securities issued
in connection with the Offering, or November 14, 2021, and have a term of five years from their initial issuance date, or May 18, 2026.
Pursuant to FINRA rules, the Representative’s Warrants are subject to a lock-up agreement pursuant to which the Representative will
not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will it engage in any
hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the
underlying securities for a period of 180 days from the beginning on the date of commencement of sales of the securities issued in connection
with this offering.
The Underwriting Agreement contains
customary representations, warranties, and covenants by the Company and customary conditions to closing, obligations of the parties and
termination provisions. Additionally, under the terms of the Underwriting Agreement, the Company has agreed to indemnify the underwriters
for losses, expenses and damages arising out of or in connection with the Offering, including for liabilities under the Securities Act,
or contribute to payments the underwriters may be required to make with respect to these liabilities.
Pursuant to the Underwriting Agreement, subject to certain exceptions, each director and executive
officer of the Company and certain of its stockholders have agreed to a 180-day “lock-up” from the date of the closing of
the Offering of shares of Common Stock that they beneficially own, and the Company agreed to a 120-day lock-up, not to offer, sell, contract
to sell, pledge or otherwise dispose of any shares of Common Stock or securities convertible into Common Stock, without first obtaining
the consent of the Representative.
20
ITEM2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
You should read the following
management’s discussion and analysis of our financial condition and results of operations in conjunction with our unaudited consolidated
financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our audited financial
statements and notes thereto for the year ended December 31, 2020, included in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2020 filed on March 31, 2021 (the “Annual Report”) with the U.S. Securities and Exchange Commission (the
“SEC”). This Quarterly Report on Form 10-Q contains forward looking statements, including without limitation, statements
related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking
statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations
and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by
our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities
and Exchange Commission.
In some cases, you can identify
forward-looking statements by terminology such as ’ may, ’ ’ will, ’ ’ should, ’
’ could, ’ ’ expects, ’ ’ plans, ’ ’ intends, ’ ’ anticipates, ’
’ believes, ’ ’ estimates, ’ ’ predicts, ’ ’ potential, ’ or ’ continue ’ or
the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we
nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking
statements after the date of this report.
COMPANY OVERVIEW
The Company is a 25-year veteran
in providing Business Continuity services, such as Disaster Recovery, Infrastructure as a Service, Cyber Security and Data Analytics.
We provide our clients subscription based, long term agreements ranging from 12 to 60 months. Services are provided from Tier 3 data centers
geographically diverse in the USA. While a significant portion of our revenue has been subscription based, we also generate revenue from
the sale of equipment and software for cybersecurity, data storage, IBM Power systems equipment and managed service solutions.
Headquartered in Melville, NY,
we provide solutions and services to a broad range of customers in several industries, including healthcare, banking and finance, distribution
services, manufacturing, construction, education, and government. We maintain an internal business development team as well as a contracted
independent distribution channel. DSC’s contracted distributors have the ability to provide disaster recovery and hybrid cloud solutions
and IBM and Intel Infrastructure as a Service cloud-based solutions, without having to invest in infrastructure, data centers or telecommunication
services or, in specialized technical staff, which substantially lowers the barrier of entry to provide our solutions to their client
base.
During 2020, we added new distributors,
hired additional management focused on building our sales and marketing distribution, and expanded our technology assets in Dallas, TX.
We also recently expanded our offering of cybersecurity solutions for remote tele-computing with ezSecurity™, a new 2020 product.
Our target marketplace for Infrastructure
as a Service and Disaster Recovery as a Service globally is estimated at over one million Virtual IBM Power servers in the finance, retail,
healthcare, government, and distribution industries and sectors according to the most recent information received from IBM. While Infrastructure
as a Service and Disaster Recovery as a Service solutions are our core products, we also continue to provide ancillary solutions in this
market.
For the past two decades, our mission
has been to protect our clients’ data twenty-four hours a day, ensuring business continuity, and assisting in their compliance requirements,
while providing better management and control over the clients’ digital information.
Our October 2016 acquisition of
the assets of ABC Services, Inc. and ABC Services II, Inc. (collectively, “ABC”), including the remaining 50% of the assets
of Secure Infrastructure & Services LLC, accelerated our strategy into cloud based managed services, expanded cybersecurity solutions
and our hybrid cloud solutions with the ability to provide equipment and expanded technical support. We intend to continue our strategy
of growth through synergistic acquisitions.
Our offices in New York include
a technology center and lab, which are adapted to meet technology needs of our clients. In addition to office staffing, we employ additional
remote staff. DSC maintains its infrastructure, storage and networking equipment required to provide our subscription solutions in four
geographically diverse data centers located in New York, Massachusetts, Texas and North Carolina.
21
RESULTS OF OPERATIONS
Three months ended March 31, 2021 as compared to
March 31, 2020
Total Revenue For the three months ended March 31, 2021 increased by $475,981 or 23%.
The increase is primarily attributed to an increase in monthly subscription revenue.
Revenue
For
the Three Months
Ended
March 31,
2021
2020
$
Change
%
Change
Infrastructure & Disaster Recovery/Cloud Service
$
1,660,348
$
1,393,720
$
266,628
19
%
Equipment and Software
464,883
328,733
136,150
41
%
Managed Services
226,767
220,475
6,292
3
%
Nexxis VoIP Services
195,326
153,197
42,129
27
%
Other
27,367
2,585
24,782
N/M
Total
Revenue
$
2,574,691
$
2,098,710
$
475,981
23
%
Cost of Sales. For the three months ended March
31, 2021, cost of sales was $1,420,899, an increase of $204,782 or 17% compared to $1,216,117 for the three months ended March 31, 2020.
The increase is primarily attributable to an increase in revenue.
Selling, general and administrative expenses.
For the three months ended March 31, 2021, selling, general and administrative expenses were $1,118,407, an increase of $241,781, or 28%,
as compared to $876,626 for the three months ended March 31, 2020. The net increase is reflected in the chart below.
Selling,
general and administrative expenses
For
the Three Months
Ended
March 31,
2021
2020
$
Change
%
Change
Increase
in Salaries
$ 503,672
$ 442,732
$ 60,940
14 %
Increase
in Professional Fees
135,278
46,342
88,936
192 %
Increase
in Software as a Service Expense
52,143
34,768
17,375
50 %
Increase
in Advertising Expenses
95,776
65,380
30,396
46 %
Increase
in Commissions Expense
213,254
185,868
27,386
15 %
Increase
in all other Expenses
118,284
101,536
16,748
16 %
Total
Expenses
$ 1,118,407
$ 876,626
$ 241,781
28 %
Salaries increased due to raises granted to
senior management.
Professional fees increased primarily due to
fees incurred for services provided by a migration specialist, and an investment banking firm and investor relations firm.
S oftware as a Service Expense (SaaS) increased
due to additional costs paid to existing vendors to make improvements in Salesforce and purchases of new user licenses.
Advertising Expense increased primarily due
to additional marketing campaigns.
Commissions Expense increased due to the increase
in revenues. Commission expense varies due to different contractual agreements with both contracted distributors and employees.
All Other Expenses increased primarily due
to a combination of an increase in online training and continuing education, partially offset by a reduction in travel and costs associated
with employees working from home due to the pandemic as well as a reduction in expenses related to our office space in Melville, New
York.
Other Income (Expense). Interest income (expense)
for the three months ended March 31, 2021 decreased $11,393 to $35,047 from $46,440 for the three months ended March 31, 2020.
Net Income (Loss)before provision for income taxes.
Net income before provision for income taxes for the three months ended March 31, 2020 was $42,511, as compared to a net loss of $40,473
for the three months ended March 31, 2020.
22
LIQUIDITY AND CAPITAL RESOURCES
The consolidated financial statements
have been prepared using generally accepted accounting principles in the United States of America (“GAAP”) applicable for
a going concern, which assumes that DSC will realize its assets and discharge its liabilities in the ordinary course of business.
To the extent we are successful
in growing our business, identifying potential acquisition targets and negotiating the terms of such acquisition, and the purchase price
includes a cash component, we plan to use our working capital and the proceeds of any financing to finance such acquisition costs.
Our opinion concerning our liquidity
is based on current information. If this information proves to be inaccurate, or if circumstances change, we may not be able to meet our
liquidity needs, which will require a renegotiation of related party capital equipment leases, a reduction in advertising and marketing
programs, renegotiation of our arrangement with Nexxis and/or a reduction in salaries for officers that are major shareholders.
23
We have long term contracts to
supply our subscription-based solutions that are invoiced to clients monthly. We believe our total contract value of our subscription
contracts with clients based on the actual contracts that we have to date, exceeds $10 million. Further, we continue to see an uptick
in client interest, distribution channel expansion and in sales proposals. In 2021, we intend to continue to work to increase our presence
in the IBM “Power I” infrastructure cloud and business continuity marketplace in the niche of IBM “Power ” and
in the disaster recovery global marketplace utilizing our technical expertise, data centers utilization, assets deployed in the data centers,
24 x 365 monitoring and software.
If the Merger is consummated,
we will require additional funding to finance the cash consideration and the Merger Agreement provides for a right of termination by us
and the Flagship Equityholders if we have not consummated an underwritten public offering by May 31, 2021. There can be no assurance that
we can complete an underwritten public offering by May 31, 2021 or that such offering will result in adequate funding to finance the Merger.
We currently do not have any committed sources of outside financing.
During the three months ended
March 31, 2021, DSC’s cash decreased $259,286 to $634,312 from $893,598 December 31, 2020. Net cash of $348,559 was provided by
DSC’s operating activities resulting primarily from the changes in assets and liabilities. Net cash of $350,607 was used in financing
activities resulting primarily from payments on capital lease obligations.
DSC’s working capital deficit was $3,040,836 on March
31, 2021, increasing by $374,388 from $2,666,448 at December 31, 2020. The increase is primarily attributable to a decrease in cash.
Off-Balance Sheet Arrangements
DSC does not have any off-balance
sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose
entities”.
24
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company this item is not required.
Item
4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures .
As of the end of the period covered
by this Report, under the supervision and with the participation of DSC’s management, including its principal executive officer
who also serves as its principal financial officer, DSC conducted an evaluation of its disclosure controls and procedures, as such term
is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Based on this evaluation, DSC’s principal executive officer who also serves as its principal financial officers concluded
that DSC’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by DSC in the
reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified
in the Securities and Exchange Commission’s (the “SEC”) rules based on the material weakness described below.
The material weaknesses identified
during management’s assessment were (i) a lack of sufficient internal accounting expertise to provide reasonable assurance that
our financial statements and notes thereto are prepared in accordance with GAAP and (ii) a lack of segregation of duties to ensure adequate
review of financial statement preparation. As defined by the Public Company Accounting Oversight Board Auditing Standard No. 5, a material
weakness is a deficiency or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of
the annual or interim financial statements will not be prevented or detected. In order to ensure the effectiveness of DSC’s disclosure
controls in the future DSC intends on adding financial staff resources to our internal accounting and finance department and has executed
an offer letter with an individual to serve as chief financial officer, subject to the consummation of its planned public offering and
uplisting to the Nasdaq Stock market.
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial Reporting .
There have been no changes in
our internal control over financial reporting that occurred during the quarter ended March 31, 2021 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
25
PART II - OTHER INFORMATION
Item
1. Legal Proceedings.
We are currently not involved
in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is
no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting
DSC, its common stock, any of its subsidiaries or of DSC’s or DSC’s subsidiaries’ officers or directors in their capacities
as such, in which an adverse decision could have a material adverse effect.
Item
1A. Risk Factors.
Investing in our common stock
involves a high degree of risk. You should consider carefully the following risks, together with all the other information in this Quarterly
Report on Form 10-Q, including our condensed consolidated financial statements and notes thereto. If any of the following risks actually
materializes, our operating results, financial condition and liquidity could be materially adversely affected. As a result, the trading
price of our common stock could decline and you could lose part or all of your investment. The following information updates, and should
be read in conjunction with, the information disclosed in Part I, Item 1A, “Risk Factors,” contained in the
Annual Report. Except as disclosed below, there have been no material changes from the risk factors disclosed in the Annual Report.
We have not generated a significant amount of
net income and we may not be able to sustain profitability or positive cash flow in the future.
As reflected in the consolidated
audited financial statements for the years ended December 31, 2020 and 2019, we had a net income (loss) attributable to shareholders
of $55,339 and $(54,452) for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, DSC had cash and cash
equivalents of $893,598 and a working capital deficiency of $2,666,448. As reflected in the consolidated unaudited financial statements
for the quarter ended March 31, 2021, we had a net income of $340 and a net income (loss) attributable to shareholders of ($36,784).
As of March 31, 2020, DSC had cash and cash equivalents of $634,312 and a working capital deficiency of $3,040,836.
We have identified weaknesses in our internal
controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses
will not occur in the future.
We have identified material
weaknesses in our internal control over financial reporting for the year ended December 31, 2020. At March 31, 2021, our principal executive
and financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to
be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the SEC rules based on the material weakness described below A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
of our financial statements will not be prevented or detected on a timely basis. The material weaknesses identified during management’s
assessment were (i) a lack of sufficient internal accounting expertise to provide reasonable assurance that our financial statements
and notes thereto are prepared in accordance with generally accepted accounting principles and (ii) a lack of segregation of duties to
ensure adequate review of financial statement preparation.
We will be required to expend time
and resources to further improve our internal controls over financial reporting, including by expanding our staff. However, we cannot
assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in
the future.
We have not yet retained sufficient
staff or engaged sufficient outside consultants with appropriate experience in GAAP presentation, especially of complex instruments, to
devise and implement effective disclosure controls and procedures, or internal controls. We will be required to expend time and resources
hiring and engaging additional staff and outside consultants with the appropriate experience to remedy these weaknesses. We cannot assure
you that management will be successful in locating and retaining appropriate candidates; that newly engaged staff or outside consultants
will be successful in remedying material weaknesses thus far identified or identifying material weaknesses in the future; or that appropriate
candidates will be located and retained prior to these deficiencies resulting in material and adverse effects on our business.
Our current controls and any new
controls that we develop may become inadequate because of changes in conditions in our business, including increased complexity resulting
from our international expansion. Further, weaknesses in our disclosure controls or our internal control over financial reporting may
be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation
or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement
of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting
could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal
control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC.
Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence
in our reported financial and other information, which would likely have a negative effect on the market price of our common stock.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
There were no defaults upon senior securities during
the period ended March 31, 2021.
Item
4. Mine Safety Disclosures
Not applicable.
Item
5. Other Information.
None.
26
Item
6. Exhibits
Exhibit No.
Description
3.1
Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form SB-2 (File No. 333-148167) filed on December 19, 2007).
3.2
Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 333-148167) filed on October 24, 2008).
3.3
Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 on Form 8-K (File No. 333-148167) filed on January 9, 2009).
3.4
Bylaws (incorporated by reference to Exhibit 3.2 to the to the Registrant’s Registration Statement on Form SB-2 (File No. 333-148167) filed on December 19, 2007).
3.5
Amended Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K (File No. 333-148167) filed on October 24, 2008).
3.6
Certificate of Designations, Preferences and Rights of Series A Preferred Stock of Data Storage Corporation (incorporated by reference to Appendix F to the Information Statement on Schedule 14C filed with the Securities and Exchange Commission on March 8, 2021 (File No. 001-35384)).
3.7
Certificate of Correction and Certificate of Validation to the Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State on October 7, 2008, dated April 19, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35384) filed on April 20, 2021).
3.8
Certificate of Correction and Certificate of Validation to the Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State on October 16, 2008, dated April 19, 2021 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-35384) filed on April 20, 2021).
3.9
Certificate of Correction and Certificate of Validation to the Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State on January 6, 2009, dated April 19, 2021 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K (File No. 001-35384) filed on April 20, 2021).
3.10
Certificate of Correction and Certificate of Validation to the Certificate of Designation to the Articles of Incorporation filed with the Secretary of State on June 24, 2009, dated April 19, 2021 (incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K (File No. 001-35384) filed on April 20, 2021).
4.1#
Data Storage Corporation 2021 Stock Incentive Plan (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14C (File No. 001-35384) filed on March 18, 2021).
10.1
Agreement and Plan of Merger by and between Data Storage Corporation and Flagship Solutions, LLC dated February 4, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 001-35384) filed on February 10, 2021).
10.2
Amendment, dated February 12, 2021, to the Agreement and Plan of Merger by and between Data Storage Corporation, Data Storage FL, LLC, Flagship Solutions, LLC, and the owners of Equity Interests (as defined therein) dated February 4, 2021 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-35384) filed on February 16, 2021).
10.3
Buyout Lease Agreement DSC007 between Data Storage Corporation and Systems Trading, Inc. dated March 4, 2021 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K (File No. 001-35384) filed on March 31, 2021).
31.1*
Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Exchange Act.
32.1*
Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* Filed herewith.
# Indicates management contract or compensatory plan.
27
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DATA STORAGE CORPORATION
Date: May 17, 2021
By:
/s/ Charles M. Piluso
Charles M. Piluso
Chief Executive Officer
Chief Financial Officer
(Principal Executive, Financial and Accounting Officer)
28
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.