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, 2025
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 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.)
225 Broadhollow Road , Suite 307
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:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.001 per share
DTST
The
Nasdaq Capital Market
Warrants
to purchase shares of Common Stock, par value $0.001 per share
DTSTW
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. See
the definitions 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 14, 2025, was 7,139,893 .
DATA STORAGE CORPORATION
FORM 10-Q
INDEX
Page
PART I- FINANCIAL INFORMATION
Item 1
Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024
2
Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited)
3
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025, and 2024 (unaudited)
4
Condensed Consolidated Statements of Stockholders’ Equity for three months ended March 31, 2025 and 2024 (unaudited)
5
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)
6
Notes to Condensed Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
28
Item 4.
Control and Procedures
28
PART II- OTHER INFORMATION
29
Item 1.
Legal Proceedings
29
Item 1A.
Risk Factors
29
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
30
Item 3.
Defaults Upon Senior Securities
30
Item 4.
Mine Safety Disclosures
31
Item 5.
Other Information
31
Item 6.
Exhibits
32
1
DATA STORAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2025 (Unaudited)
December 31, 2024
ASSETS
Current Assets:
Cash
$
705,557
$
1,070,097
Accounts receivable (less allowance for credit losses of
$ 17,121 and $ 31,472 as of March 31, 2025, and December 31, 2024, respectively)
5,413,282
2,225,458
Marketable securities
10,406,912
11,261,006
Prepaid expenses and other current assets
858,490
859,502
Total Current Assets
17,384,241
15,416,063
Property and Equipment:
Property and equipment
9,684,825
9,598,963
Less—Accumulated depreciation
( 6,456,000
)
( 6,159,307
)
Net Property and Equipment
3,228,825
3,439,656
Other Assets:
Goodwill
4,238,671
4,238,671
Operating lease right-of-use assets
550,653
575,380
Other assets
168,120
183,439
Intangible assets, net
1,360,220
1,427,006
Total Other Assets
6,317,664
6,424,496
Total Assets
$
26,930,730
$
25,280,215
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses
$
4,550,524
$
3,183,379
Deferred revenue
290,827
212,390
Finance leases payable
—
17,641
Finance leases payable related party
—
33,879
Operating lease liabilities short term
102,246
98,860
Total Current Liabilities
4,943,597
3,546,149
Operating lease liabilities
496,691
523,070
Deferred Tax Liability
39,031
39,031
Total Long-Term Liabilities
535,722
562,101
Total Liabilities
5,479,319
4,108,250
Commitments and contingencies (Note 7)
Stockholders’ Equity:
Preferred stock, par value $ .001 ; 10,000,000 shares authorized; 1,401,786 designated as Series A Preferred Stock, par value $ .001 ; 0 shares issued and outstanding at March 31,2025 and December 31, 2024
—
—
Common stock, par value $ .001 ; 250,000,000
shares authorized; 7,123,227
and 7,045,108
shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively
7,123
7,045
Additional paid in capital
40,644,000
40,417,813
Accumulated deficit
( 18,958,511
)
( 18,982,589
)
Accumulated other comprehensive income (loss)
3,579
( 23,214
)
Total Data Storage Corporation Stockholders’ Equity
21,696,191
21,419,055
Non-controlling interest in consolidated subsidiary
( 244,780
)
( 247,090
)
Total Stockholders’ Equity
21,451,411
21,171,965
Total Liabilities and Stockholders’ Equity
$
26,930,730
$
25,280,215
The accompanying notes are an integral part of these condensed consolidated Financial Statements.
2
DATA STORAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended March 31,
2025
2024
Sales
$
8,083,756
$
8,235,747
Cost of sales
5,223,860
5,269,275
Gross Profit
2,859,896
2,966,472
Selling, general and administrative
2,952,405
2,752,677
Income (loss) from Operations
( 92,509
)
213,795
Other Income (Expense)
Interest income
120,906
143,369
Interest expense
( 2,009
)
( 11,260
)
Total Other Income
118,897
132,109
Income before provision for income taxes
26,388
345,904
Provision for income taxes
—
—
Net Income
26,388
345,904
Gain (loss) in Non-controlling interest in consolidated subsidiary
( 2,310
)
11,198
Net Income Attributable to Common Stockholders
$
24,078
$
357,102
Earnings per Share – Basic
$
—
$
0.05
Earnings per Share – Diluted
$
—
$
0.05
Weighted Average Number of Shares – Basic
7,077,913
7,090,389
Weighted Average Number of Shares – Diluted
7,405,672
7,259,472
The accompanying notes are an integral part of these condensed consolidated Financial Statements.
3
DATA STORAGE CORPORATION AND SUBSIDIARIES
CONDENSED
Consolidated Statements of Comprehensive INCOME (UNAUDITED)
Three Months Ended March 31,
2025
2024
Net Income Attributable to Common Stockholders
$
24,078
$
357,102
Other comprehensive loss:
Foreign currency translation adjustment
( 26,793
)
—
Other comprehensive loss
( 26,793
)
—
Comprehensive income (loss) available to
Common Stockholders
$
( 2,715
)
$
357,102
See accompanying notes to condensed consolidated financial
statements.
4
DATA STORAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2025, AND 2024
(UNAUDITED)
Preferred
Stock
Common
Stock
Additional
Paid-in Capital
Accumulated
Deficit
Accumulated
other comprehensive loss
Non-Controlling
Interest
Total
Stockholders’ Equity
Shares
Amount
Shares
Amount
Balance
January 1, 2024
—
$
—
6,880,460
$
6,881
$
39,490,285
$
( 19,505,803
)
$
—
$
( 236,948
)
$
19,754,415
Stock-based
compensation
—
—
49,490
49
171,276
—
—
—
171,325
Net
Income (Loss)
—
—
—
—
—
357,102
—
( 11,198
)
345,904
Balance,
March 31, 2024
—
$
—
6,929,950
$
6,930
$
39,661,561
$
( 19,148,701
)
$
—
$
( 248,146
)
$
20,271,644
Balance,
January 1, 2025
—
$
—
7,045,108
$
7,045
$
40,417,813
$
( 18,982,589
)
$
( 23,214
)
$
( 247,090
)
$
21,171,965
Stock-based
compensation
—
—
78,119
78
226,187
—
—
—
226,265
Other
comprehensive loss
—
—
—
—
—
—
26,793
—
26,793
Net
Income
—
—
—
—
—
24,078
—
2,310
26,388
Balance,
March 31, 2025
—
$
—
7,123,227
$
7,123
$
40,644,000
$
( 18,958,511
)
$
3,579
$
( 244,780
)
$
21,451,411
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,
2025
2024
Cash
Flows from Operating Activities:
Net
income
$ 26,388
$ 345,904
Adjustments
to reconcile net income to net cash used in operating activities:
Depreciation
and amortization
363,379
295,198
Stock
based compensation
226,265
171,325
Change
in expected credit losses
( 6,995 )
—
Changes
in Assets and Liabilities:
Accounts
receivable
( 3,180,822 )
( 3,177,694 )
Other
assets
15,319
—
Prepaid
expenses and other current assets
2,936
( 153,782 )
Right
of use asset
24,727
26,821
Accounts
payable and accrued expenses
1,373,552
2,226,932
Deferred
revenue
78,437
( 26,078 )
Operating
lease liability
( 22,993 )
( 27,250 )
Net
Cash Used in Operating Activities
( 1,099,807 )
( 318,624 )
Cash
Flows from Investing Activities:
Capital
expenditures
( 67,519 )
( 358,637 )
Purchase
of marketable securities
( 120,906 )
( 143,369 )
Sale
of marketable securities
975,000
200,000
Net
Cash Provided by (Used in) Investing Activities
786,575
( 302,006 )
Cash
Flows from Financing Activities:
Repayments
of finance lease obligations related party
( 33,879 )
( 66,280 )
Repayments
of finance lease obligations
( 17,641 )
( 101,078 )
Net
Cash Used in Financing Activities
( 51,520 )
( 167,358 )
Effect
of exchange rates on cash
212
—
Net decrease in Cash
( 364,540 )
( 787,988 )
Cash,
Beginning of Period
1,070,097
1,428,730
Cash,
End of Period
$ 705,557
$ 640,742
Supplemental
Disclosures:
Cash
paid for interest
$ 489
$ 8,855
Cash
paid for income taxes
$ —
$ —
Non-cash
investing and financing activities:
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, 2025
(Unaudited)
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, cloud infrastructure, Cyber
Security and Voice and Data 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 ten technical centers in New York, Massachusetts,
Texas, North Carolina, Illinois, Canada, England and Scotland.
On May 31, 2021, the Company completed a merger of
Flagship Solutions, LLC (“Flagship”) (a Florida limited liability company) and the Company’s wholly-owned subsidiary,
Data Storage FL, LLC. Flagship is a provider of Hybrid Cloud solutions, managed services and cloud solutions. On January 1, 2024, Flagship
Solutions, LLC was consolidated into the Company’s wholly-owned subsidiary, CloudFirst Technologies Corporation.
On January 27, 2022, the Company formed Information
Technology Acquisition Corporation a special purpose acquisition company for the purpose of entering into a merger, capital
stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or
more businesses or entities.
On August 12, 2024, the Company established UK Cloud
Host Technologies Ltd., a corporation organized under the laws of the United Kingdom, to establish a corporate presence in London and
manage the Company’s business operations and affairs throughout Europe. On December 27, 2024, the entity’s name was changed
to CloudFirst Europe Ltd.
Note 2 – Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying unaudited condensed consolidated
financial statements include the accounts of the Company and its subsidiaries, consisting of (i) CloudFirst Technologies Corporation,
a Delaware corporation (“CloudFirst”); (ii) Information Technology Acquisition Corporation, a Delaware corporation; (iii)
its majority-owned subsidiary, Nexxis Inc., a Nevada corporation; and (iv) CloudFirst Europe Ltd. (“CloudFirst Europe”). All
intercompany transactions and balances have been eliminated in consolidation. These unaudited condensed consolidated financial statements
have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes
required by GAAP for complete financial statements. These financial statements should be read in conjunction with the Company’s
audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31,
2024.
Recently Issued and Newly Adopted Accounting
Pronouncements
In November 2023, the Financial Accounting
Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,
which enhances reportable segment disclosure requirements primarily through expanded disclosures around significant segment expenses.
The Company adopted ASU 2023-07 and it did not have a material impact to its Consolidated Financial statements.
In December 2023, the FASB issued ASU 2023-09, Income
Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of specific categories meeting a quantitative threshold
within the income tax rate reconciliation, as well as disaggregation of income taxes paid by jurisdiction. The Company adopted ASU 2023-09
and it did not have a material impact to its Consolidated Financial statements.
7
On November 2024, the FASB issued Accounting Standards
Update (ASU) No. 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures,
Disaggregation of Income Statement Expenses , which requires public companies to disclose, in interim and annual reporting periods,
additional information about certain expenses in the financial statements. The amendments in this pronouncement will be effective for
annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted
and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the potential impacts of adoption
on its Condensed Consolidated Financial Statements and related disclosures.
Use of Estimates
The preparation of financial statements in conformity
with U.S. 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.
Fair Value Measurement
The Company’s financial instruments include
cash, accounts receivable, accounts payable and operating lease commitments. Management believes that the estimated fair values of cash,
accounts receivable, and accounts payable as of March 31, 2025, approximate their carrying values due to the short-term nature of these
instruments. The carrying values of the Company’s finance lease obligations and capital lease obligations, which may include both
short-term and long-term components, approximate their fair values based on comparisons of the applicable interest rates and terms with
those currently available to the Company for similar instruments with comparable maturities and credit risk profiles.
The fair value measurement disclosures are grouped
into three levels based on valuation factors:
●
Level 1 – quoted prices in active markets for identical investments
●
Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)
●
Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)
The Company’s Level 1 assets and liabilities
include cash, accounts receivable, marketable securities, accounts payable, prepaid, and other current assets. Management believes the
estimated fair value of these accounts at March 31, 2025, approximates their carrying value as reflected in the balance sheets due to
the short-term nature of these instruments.
The Company’s Level 2 assets and liabilities
include the Company’s finance and operating lease assets and liabilities. The carrying amounts of these leases approximate their
fair values, based on a comparison of the lease terms and the Company’s incremental borrowing rates with those of similar leases
available in the market.
The Company’s Level 3 assets and liabilities
use inputs to determine the fair value are generally unobservable and typically reflect management’s estimates of assumptions that
market participants would use in pricing the asset or liability. The fair values are therefore discounted cash flow models. Unobservable
inputs used in the models are significant to the fair values of the assets and liabilities.
Assets and Liabilities Measured at Fair Value on
a Nonrecurring Basis
Certain assets and liabilities are
measured at fair value on a nonrecurring basis. Assets and liabilities recognized or disclosed at fair value on the consolidated financial
statements on a nonrecurring basis include items such as property, plant and equipment, goodwill, and other intangible assets.
8
Investments
Marketable securities that are bought and held principally
for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized
gains and losses recognized in earnings.
The following table sets forth a summary of the changes
in equity investments at cost that are measured at fair value on a non-recurring basis:
Schedule of changes in equity investments measured at fair value
For the three months ended March 31, 2025
As of January 1, 2025
$
11,261,006
Purchase of equity investments
120,906
Sales of equity investments
( 975,000
)
As of March 31, 2025
$
$ 10,406,912
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, short-term investments and trade accounts receivable. The Company’s cash
is maintained at major U.S. and U.K. 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.
As of March 31, 2025, DSC had two customers with an
accounts receivable balance representing 48 % and 13 % of total accounts receivable. As of December 31, 2024, the Company had two customers
with an accounts receivable balance representing 16 % and 15 % of total accounts receivable.
For the three months ended March 31, 2025, the Company
had one customer that individually accounted for approximately 30% of total revenue. The same customer accounted for approximately 32%
of total revenue for the three months ended March 31, 2024.
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 and are typically due
within 30 days. ASC 326 requires the recognition of lifetime estimated credit losses expected to occur for trade accounts
receivable. The guidance also requires the Company to pool assets with similar risk characteristics and consider current economic
conditions when estimating losses. During the three months ended March 31, 2025, and 2024, the Company recorded an adjustment of
$ ( 6,995 )
and $ 54,136 ,
respectively, of expected credit losses. Clients invoiced in advance for services are reflected in deferred revenue on the
Company’s balance sheet.
Changes in the allowance for expected credit losses
for trade accounts receivable are presented in the table below:
Schedule of Changes in the allowance for expected credit losses
for trade accounts receivable
Three months ended March 31,
2025
2024
Beginning balance
$
31,472
$
7,915
Provision (benefit)
( 6,995
)
54,136
Write-offs
7,356
—
Ending Balance
$
17,121
$
62,051
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 for property and equipment are five to seven years. 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
Goodwill and Other Intangibles
The Company assesses goodwill for impairment on an
annual basis on December 31, or more frequently if events occur or circumstances change indicating that the fair value of the goodwill
may be below its carrying amount. The Company has four reporting units. The Company uses an income-based approach to determine the fair
value of the reporting units. This approach uses a discounted cash flow methodology and the ability of the Company’s reporting units
to generate cash flows as measures of fair value of its reporting units. The Company performs a qualitative analysis of goodwill and other
intangible assets for impairment indicators on at least an annual basis. If this assessment shows impairment indicators the Company will
perform an impairment test to determine if the carrying value of a reporting unit exceeds its estimated fair value.
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)
Cloud Infrastructure and Disaster Recovery Revenue
Cloud Infrastructure provides clients with the ability
to migrate their on-premises computing and digital storage to DSC’s enterprise-level technical compute and digital storage assets
located in Tier 3 data centers. DSC owns the assets and provides a turnkey solution whereby achieving reliable and cost-effective, multi-tenant
IBM Power compute, x86/Intel, flash digital storage, while providing disaster recovery and cyber security while eliminating client capital
expenditures. The client pays a monthly fee and can increase capacity as required.
Clients can subscribe to an array of disaster recovery
solutions without subscribing to cloud infrastructure. Product offerings provided directly from DSC are High Availability, Data Vaulting
and retention solutions, including standby servers which allows clients to centralize and streamline their mission-critical digital information
and technical environment while ensuring business continuity if they experience a cyber-attack or natural disaster. Client’s data
is vaulted at two data centers with the maintenance of retention schedules for corporate governances and regulations all to meet their
back to work objective in a disaster.
2)
Equipment and Software
The Company provides equipment and software and actively
participates in collaboration with IBM to provide innovative business solutions to clients. The Company is a partner of IBM and the various
software, infrastructure and hybrid cloud solutions are provided to clients.
3)
Managed Services
These services are performed at the inception of a
contract. The Company provides professional assistance to its clients during the implementation 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 supplementing the client’s
staff.
The Company also derives both one-time and subscription-based
revenue from providing support, management and renewal of software, hardware, third party maintenance contracts and third-party cloud
services to clients. The managed services include help desk, remote access, operating system and software patch management, annual recovery
tests and manufacturer support for equipment and on-going monitoring of client system performance.
10
4)
Nexxis Voice over Internet and Direct Internet Access
The Company provides Voice over Internet Protocol
(“VoIP”), Internet access and data transport services to ensure businesses are fully connected to the internet from any location,
remote and on premise. The Company provides Hosted VoIP solutions with equipment options for VoIP phones and internet speeds of up to
10Gb delivered over fiber optics.
Disaggregation of revenue
In the following table, revenue is disaggregated by
major product line, geography, and timing of revenue recognition.
Schedule of revenue is disaggregated by major product
For the Three Months
Ended March 31, 2025
United States
International
Total
Cloud Infrastructure & Disaster Recovery
$
3,138,841
$
220,237
$
3,359,078
Equipment and Software
3,564,919
—
3,564,919
Managed Services
811,906
—
811,906
Nexxis VoIP Services
307,816
—
307,816
Other
40,037
—
40,037
Total Revenue
$
7,863,519
$
220,237
$
8,083,756
For the Three Months
Ended March 31, 2024
United States
International
Total
Cloud Infrastructure & Disaster Recovery
$
2,853,249
$
99,646
$
2,952,895
Equipment and Software
4,084,647
—
4,084,647
Managed Services
843,407
—
843,407
Nexxis VoIP Services
276,467
—
276,467
Other
67,893
10,438
78,331
Total Revenue
$
8,125,663
$
110,084
$
8,235,747
For the Three Months
Ended March 31,
Timing of revenue recognition
2025
2024
Products transferred at a point in time
$
3,604,956
$
1,045,977
Products and services transferred over time
4,478,800
7,189,770
Total Revenue
$
8,083,756
$
8,235,747
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.
During the three months ended March 31, 2025, and 2024, the Company recognized $ 63,529 and $ 44,310 in sales that was recorded as deferred
revenue as of December 31, 2024 and 2023, respectively.
Transaction price allocated to the remaining performance
obligations
The Company has the following performance obligations:
1)
Data Vaulting : Subscription-based cloud service that encrypts and transfers data to a secure Tier 3 data center and further replicates the data to a second Tier 3 DSC technical center where it remains encrypted. Ensuring client retention schedules for corporate compliance and disaster recovery. Provides for twenty-four (24) hour or less recovery time and utilizes advanced data reduction, reduplication technology to shorten back-up and restore time.
11
2)
High
Availability : A managed cloud subscription-based service that provides cost-effective mirroring software replication technology
and provides one (1) hour or less recovery time for a client to be back in business.
3)
Cloud
Infrastructure : subscription-based cloud service provides for “capacity on-demand” for IBM Power and X86 Intel server
systems.
4)
Internet: Subscription-based
service, offering continuous internet connection combined with FailSAFE which provides disaster recovery for both clients’
voice and data environments.
5)
Support and Maintenance:
Subscription based service offers support for clients on their servers, firewalls, desktops or software. Services are provided
24x7x365 to the Company’s clients.
6)
Implementation
/ Set-Up Fees : Onboarding and set-up for cloud infrastructure and disaster recovery as well as Cyber Security.
7)
Equipment Sales:
Sale of servers and data storage equipment to the client.
9)
License :
Granting SSL certificates and licenses.
Disaster Recovery and Business Continuity Solutions
Subscription services allow clients to access data
or receive services for a predetermined period of time. As the client obtains access at a point in time and 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 a separate
performance obligation. Set-up services are performed one-time and accordingly the revenue is recognized at the point in time, and is
non-refundable, and the Company is entitled to the payment.
Equipment Sales
The obligation for the equipment sales is such that
the control of the product transfer is 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, the
performance obligation is considered to be satisfied at a point in time when the obligation to the client has been fulfilled (i.e., when
the goods have left the shipping facility or have been delivered to the client, depending on shipping terms).
License - Granting SSL Certificates and Other
Licenses
Performance obligations as it relates to licensing
is when the control of the product transfers, either at a point in time or over time, depending on the nature of the license. The revenue
standard identifies two types of licenses of intellectual property: (i) a right to access intellectual property; and (ii) a right to use
intellectual property. To assist in determining whether a license provides a right to use or a right to access intellectual property,
ASC 606 defines two categories of intellectual property: 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 intellectual property and recognizes revenue at the point
in time the license is granted and/or renewed for a new period.
12
Payment Terms
The typical terms of subscription contracts range
from 12 to 36 months, with auto-renew options extending the contract for an additional term. The Company invoices clients one month in
advance for its services, in addition to any contractual data overages or for additional services.
Warranties
The Company offers guaranteed service levels and service
guarantees on some of its contracts. These warranties are not sold separately and are accounted as “assurance warranties.”
Significant Judgement
In instances where contracts include multiple performance
obligations, the Company exercises judgment in determining the standalone selling price for each obligation. Standalone prices are established
by evaluating market data for comparable services and considering the Company’s historical pricing practices. The aggregate standalone
price of all performance obligations is calculated, and each individual obligation’s proportionate share of the total is determined.
This ratio is then applied to the overall contract price to allocate the transaction price among the performance obligations accordingly.
Impairment of Long-Lived Assets
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 un-discounted
future cash flows.
Advertising Costs
The Company expenses the costs associated with advertising
as they are incurred. The Company incurred $ 215,242 and $ 232,240 for advertising costs for the three months ended March 31, 2025,
and 2024, respectively.
Stock-Based Compensation
The Company follows the requirements of FASB ASC 718-10-10, Share-Based
Payments with regards to stock-based compensation issued to employees and non-employees. The Company has agreements and arrangements
that call for stock to be awarded to 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 Company has a relatively low forfeiture rate of stock-based compensation, and forfeitures are recognized as
they occur.
The valuation methodology used to determine the fair
value of 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 the 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. The Company’s calculation
of estimated volatility is based on historical stock prices over a period equal to the expected life of the awards.
Net Income Per Common 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.
13
The following table sets forth the information needed
to compute basic and diluted earnings per share for the three months ended March 31, 2025, and 2024:
Schedule of earning per share basic and diluted
Three Months Ended March 31,
2025
2024
Net Income Available to Common Shareholders
$
24,078
$
357,102
Weighted average number of common shares - basic
7,077,913
7,090,389
Dilutive securities
Options
160,669
169,083
Restricted stock units
167,090
—
Weighted average number of common shares - diluted
7,405,672
7,259,472
Earnings per share, basic
$
—
$
0.05
Earnings per share, diluted
$
—
$
0.05
The following table sets forth the number of potential
shares of common stock that have been excluded from diluted net income per share because their effect was anti-dilutive:
Schedule of anti-dilutive shares
Three Months Ended March 31,
2025
2024
Options
541,724
560,071
Warrants
2,495,860
2,415,860
3,037,584
2,975,931
Note 3 - Prepaids and other current assets
Prepaids and other current assets consist of the following:
Schedule of prepaids and other current assets
March 31,
December 31,
2025
2024
Prepaid marketing & promotion
$
43,021
$
47,045
Prepaid subscriptions and licenses
452,709
483,170
Prepaid maintenance
169,373
191,552
Prepaid insurance
88,868
67,373
Other
104,519
70,362
Total prepaids and other current assets
$
858,490
$
859,502
14
Note 4- Property and Equipment
Property and equipment, consist of the following:
Schedule of property and equipment
March 31,
December 31,
2025
2024
Storage equipment
$
60,288
$
60,288
Furniture and fixtures
30,305
30,305
Computer hardware and software
144,636
140,288
Data center equipment
9,449,596
9,368,082
Gross Property and equipment
9,684,825
9,598,963
Less: Accumulated depreciation
( 6,456,000
)
( 6,159,307
)
Net property and equipment
$
3,228,825
$
3,439,656
Depreciation expense for the three months ended March
31, 2025, and 2024 was $ 296,593 and $ 226,051 , respectively, of which $ 4,034 and $ 2,981 , respectively, was allocated to general and
administrative expenses and $ 263,324 and $ 223,070 respectively, was allocated to cost of goods sold.
Note 5 - Goodwill and Intangible Assets
Goodwill and intangible assets consisted of the following:
Schedule of goodwill and intangible assets
Estimated life in years
Gross amount
March 31, 2025, Accumulated Amortization
Net
Intangible assets not subject to amortization
Goodwill
Indefinite
$
4,238,671
$
—
$
4,238,671
Trademarks
Indefinite
514,268
—
514,268
—
Total intangible assets not subject to amortization
4,752,939
—
4,752,939
Intangible assets subject to amortization
Customer lists
7
2,614,099
1,701,361
845,952
ABC acquired contracts
5
310,000
310,000
—
SIAS acquired contracts
5
660,000
660,000
—
Non-compete agreements
4
272,147
272,147
—
Website and digital assets
3
33,002
33,002
—
Total intangible assets subject to amortization
3,889,248
2,976,510
845,952
Total Goodwill and Intangible Assets
$
8,642,187
$
2,976,510
$
5,598,891
Scheduled amortization over the next four years are as follows:
Schedule of amortization over the next five years
Twelve months ending March 31,
2026
$
267,143
2027
267,143
2028
267,143
2029
44,523
Total
$
845,952
Amortization expense for the three months ended March 31, 2025, and 2024
was $ 66,786 and $ 69,731 , respectively.
Note 6- Leases
Operating Leases
The Company currently maintains four leases for office
spaces located in Melville, NY, Austin, TX, Miami FL and London UK.
15
On January 1, 2022, the Company entered into a lease
agreement for office space with WeWork in Austin, TX. On September 3, 2024, the Company amended this agreement and is on an eight-month
lease agreement with payments of $ 1,056 per month.
On
January 17, 2024, the Company entered into a lease agreement for office space in Melville, NY. The lease commenced on April 1,
2024, and has a term of sixty-seven months. The lease requires monthly payments of $ 11,931 and expires on October 30, 2029 .
In November 2024, the Company
entered into an Office Service Agreement with Regus Management Group, LLC for office space located in, Miami, Florida. The lease commenced
on December 1, 2024, and has a defined term ending on November 30, 2025. The lease requires monthly payments of $ 1,000 . The space is utilized
primarily as a satellite office to support regional operations.
On November 15, 2024, the
Company entered into a Service Agreement with IW Group Services (UK) Limited for office space located in London, United Kingdom. The lease
commenced on January 1, 2025, and is set to expire on December 31, 2025. The agreement provides workspace and includes monthly lease payments
of approximately $ 1,041 .
The Company determines whether an arrangement contains
a lease at the inception of the contract. Right-of-Use (“ROU”) assets represent the Company’s right to use an underlying
asset for the lease term, while lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and
lease liabilities are recognized at the lease commencement date, based on the present value of estimated lease payments over the lease
term. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise those options.
The Company has elected the practical expedient to exclude leases with terms of 12 months or less from the balance sheet. Lease expense
for these short-term leases is recognized on a straight-line basis over the lease term. Variable lease payments that depend on an index
or rate are initially measured using the index or rate in effect at the lease commencement date. Other variable payments are recognized
in the period in which the obligation is incurred. A discount rate of 9 % was used in the preparation of ROU assets and lease liabilities.
The components of lease expense were as follows:
Schedule of components of lease expense
Three Months Ended March 31, 2025
Finance leases:
Amortization of assets, included in depreciation and amortization expense
$
121,923
Interest on lease liabilities, included in interest expense
489
Operating lease:
Amortization of assets, included in total operating expense
37,528
Interest on lease liabilities, included in total operating expense
—
Total net lease cost
$
159,940
Supplemental balance sheet information related to leases was as follows:
Operating Leases:
Operating lease right-of-use asset
$
550,653
Current operating lease liabilities
$
102,246
Noncurrent operating lease liabilities
496,691
Total operating lease liabilities
$
598,937
16
Supplemental cash flow and other information related to leases were as
follows:
Schedule of supplemental cash flow and other information related to leases
Three Months Ended March 31, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases
$
22,993
Financing cash flows related to finance leases
$
51,520
Weighted average remaining lease term (in years):
Operating leases
4.6
Weighted average discount rate:
Operating leases
9
%
Long-term obligations under the operating and finance leases at March 31,
2025, mature as follows:
Schedule of long term obligations operating and finance leases
For the Twelve Months Ended March 31,
Operating Leases
2026
$
148,184
2027
153,370
2028
158,738
2029
164,294
2030
99,192
Total lease payments
732,778
Less: Amounts representing interest
( 124,841
)
Total lease obligations
598,937
Less: long-term obligations
( 496,691
)
Total current
$
102,246
As of March 31, 2025, 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, 2025 and 2024 was $ 52,958 and $ 73,303 , respectively.
Note 7 - Commitments and Contingencies
As part of the Flagship acquisition the Company acquired
a licensing agreement for marketing related materials with a National Football League team. The Company has approximately $ 756,002 in
payments over the next 3 years.
Note 8 - Stockholders’ Equity
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 July 18, 2024, the Company entered into an
Equity Distribution Agreement (the “Agreement”), pursuant to which it may offer and sell, from time to time, shares of
its common stock. Sales of shares of common stock under the Agreement will be made pursuant to the Company’s registration
statement on Form S-3 (File No. 333-280881) (the “Registration Statement”) and a related prospectus supplement (the
“ATM Prospectus”). The ATM Prospectus relates to the offering of up to $ 10,600,000 of shares of the Company’s
common stock. The issuance and sale, if any, of common stock under the Agreement is subject to the Company maintaining an effective
registration statement. The Registration Statement was declared effective on July 26, 2024. To date, the Company has not made any
sales under the Agreement.
17
Common Stock Options
A summary of the Company’s stock option activity
and related information follows:
Schedule of options activity and related information
Number of
Weighted
Weighted
Shares
Average
Average
Under
Exercise
Contractual
Options
Price
Life
Options Outstanding at January 1, 2025
678,302
$
2.79
6.42
Options Granted
35,767
4.61
4.86
Exercised
—
—
—
Expired/Cancelled
11,676
11,676
—
Options Outstanding at March 31, 2025
702,393
$
2.88
6.08
Options Exercisable at March 31, 2025
398,561
$
2.79
5.59
Share-based compensation expense recognized for stock
options granted totaled $ 113,883
and $ 104,163
for the three months ended March 31, 2025, and 2024, respectively. For the period presented, share-based compensation expense was recorded
entirely within selling, general and administrative expenses (SG&A) in the condensed consolidated statement of income.
The intrinsic value of outstanding stock options as
of March 31, 2025, and 2024 was $ 798,073 and $ 653,725 , respectively.
The valuation methodology used to determine the fair
value of stock 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 the volatility of the stock price, the average risk-free interest rate, and the weighted average expected
life of stock 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 stock 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 the Company’s stock over a period equal to the expected life of the
awards.
As of March 31, 2025, there was $ 633,250 of total
unrecognized compensation expense related to unvested employee stock options granted under the Company’s share-based compensation
plans that is expected to be recognized over a weighted average period of approximately 1.37 years.
The weighted average fair value of options granted,
and the assumptions used in the Black-Scholes model during the three months ended March 31, 2025, and 2024, are set forth in the table
below.
Schedule of weighted average fair value of options granted
2025
2024
Weighted average fair value of stock options granted
$
4.61
$
3.32
Risk-free interest rate
4.35 %- 4.47
%
3.94 % - 4.21
%
Volatility
77 %- 122
%
126 % - 159
%
Expected life (years)
3.5 - 6 .0 years
3.5 – 6 .0 years
Dividend yield
—
%
—
%
Share-Based Awards, restricted stock units (“RSUs”)
A summary of the activity related to RSUs for the three months ended March
31, 2025, is presented below:
Schedule of activity related to RSUs
Restricted Stock Units (RSUs)
Shares
Fair Value
Outstanding non-vested at January 1, 2025
214,375
$ 2.79
Granted
31,090
4.43
Vested
( 78,119 )
2.84
Forfeited
( 256 )
—
Outstanding non-vested at March 31, 2025
167,090
$ 3.06 .
18
Stock-based compensation for RSUs has
been recorded in the condensed consolidated statements of operations and totaled $ 112,381
and $ 67,162
for the three months ended March 31, 2025, and 2024, respectively.
As of March 31, 2025, there was $ 358,846 of total
unrecognized compensation expense related to unvested RSUs granted under the Company’s share-based compensation plans that is expected
to be recognized over a weighted average period of approximately 1.2 years.
Preferred Stock
Liquidation preference
Upon any liquidation, dissolution, or winding up of the Corporation, whether
voluntary or involuntary, before any distribution or payment shall be made to the holders of any Common Stock, the holders of Series A
Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to stockholders,
for each share of Series A Preferred Stock held by such holder, an amount per share of Series A Preferred Stock equal to the Original
Issue Price for such share of Series A Preferred Stock plus all accrued and unpaid dividends on such share of Series A Preferred Stock
as of the date of the Liquidation Event. No Preferred shares are issued as of March 31, 2025.
Conversion
The number of shares of Common Stock to which a share
of Series A Preferred Stock may be converted shall be the product obtained by dividing the Original Issue Price of such share of Series
A Preferred Stock by the then-effective Conversion Price (as defined herein) for such share of Series A Preferred Stock. The Conversion
Price for the Series A Preferred Stock shall initially be equal to $0.02 and shall be adjusted from time to time.
Voting
Each holder of shares of Series A Preferred Stock shall be entitled to the number
of votes, upon any meeting of the stockholders of the Corporation (or action taken by written consent in lieu of any such meeting) equal
to the number of shares of Common Stock into which such shares of Series A Preferred Stock could be converted.
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. There are no shares of Series A Preferred Stock outstanding as of March 31, 2025.
Note 9 – Litigation
The Company is currently not involved in any litigation
that it believes could have a materially adverse effect on its 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 the Company or any of its 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.
19
Note 10 – Related Party Transactions
Nexxis Capital LLC
Charles M. 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 from
Nexxis Capital of $ 3,257 and
$ 0
during the three months ended March 31, 2025, and 2024, respectively.
Eisner & Maglione CPA’s LLC
Lawrence Maglione is a partner of Eisner & Maglione
CPA’s LLC. The Company paid his firm $ 6,508 and $ 6,850 for accounting and due diligence services during the three months ended March
31, 2025, and 2024, respectively.
Note 11 – Segment Information
The Company operates in three reportable
segments: CloudFirst, CloudFirst Europe and Nexxis. The Company’s segments were determined based on its internal organizational
structure, the manner in which its operations are managed, and the criteria used by the Company’s CODM’s which is its Chief
Executive Officer and the senior management team, to evaluate performance, which is generally the segment’s operating income or
losses.
Operations
of:
Products
and services provided:
CloudFirst Technologies
Corporation
CloudFirst provides services
from CloudFirst’s technological assets deployed in six Tier 3 data centers throughout the USA and Canada. This technology has been
developed by CloudFirst. Clients are invoiced for cloud infrastructure and disaster recovery on the CloudFirst platforms. Services
provided to clients are provided on a subscription basis on long term contracts.
CloudFirst
Europe Ltd.
CloudFirst
Europe Ltd. provides services from CloudFirst’s technological assets deployed in three Tier 3 data centers throughout the United Kingdom.
This technology has been developed by CloudFirst. Clients are invoiced for cloud infrastructure and disaster recovery on the CloudFirst
UK platforms. Services provided to clients are provided on a subscription basis on long term contracts.
Nexxis Inc.
Nexxis is a
single-source solution provider that delivers fully-managed cloud-based voice over internet services, data transport, internet access,
and SD-WAN solutions focused on business continuity for today’s modern business environment.
20
The following tables present certain financial information
related to the Company’s reportable segments and Corporate:
Schedule of financial information related to reportable segments
As of March 31, 2025
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Accounts receivable
$
5,297,149
$
1,914
42,808
$
71,411
$
5,413,282
Prepaid expenses and other current assets
627,189
40,628
38,856
151,817
858,490
Net Property and Equipment
2,655,790
566,335
1,847
4,853
3,228,825
Intangible assets, net
1,360,220
—
—
—
1,360,220
Goodwill
4,238,671
—
—
—
4,238,671
Operating lease right-of-use assets
550,653
—
—
—
550,653
All other assets
—
—
—
11,280,589
11,280,589
Total Assets
$
14,729,672
$
608,877
$
83,511
$
11,508,670
$
26,930,730
Accounts payable and accrued expenses
$
4,081,570
95,976
73,161
299,817
4,550,524
Deferred revenue
290,827
—
—
—
290,827
Deferred tax liability
—
—
—
39,031
39,031
Total Finance leases payable
—
—
—
—
—
Total Finance leases payable related party
—
—
—
—
—
Total Operating lease liabilities
598,937
—
—
—
598,937
Total Liabilities
$
4,971,334
$
95,976
$
73,161
$
338,848
$
5,479,319
As of December 31, 2024
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Accounts receivable
$ 2,166,440
$
59,018
$
$ 2,225,458
Prepaid expenses and other current assets
678,123
62,842
25,056
93,481
859,502
Net Property and Equipment
2,858,664
574,919
2,056
4,017
3,439,656
Intangible assets, net
1,427,006
1,427,006
Goodwill
4,238,671
4,238,671
Operating lease right-of-use assets
575,380
575,380
All other assets
12,514,542
12,514,542
Total Assets
$ 11,944,284
$ 637,761
$ 86,130
$ 12,612,040
$ 25,280,215
Accounts payable and accrued expenses
$ 2,514,439
$ 80,348
$ 78,654
$ 509,938
$ 3,183,379
Deferred revenue
212,390
212,390
Deferred tax liability
39,031
39,031
Total Finance leases payable
17,641
17,641
Total Finance leases payable related party
33,879
33,879
Total Operating lease liabilities
621,930
621,930
Total Liabilities
$ 3,400,279
$ 80,348
$ 78,654
$ 548,969
$ 4,108,250
21
For the three months ended March 31, 2025
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Revenue
$ 7,771,012
$ —
$ 312,744
$ —
$ 8,083,756
Cost of sales
4,966,737
85,156
171,967
—
5,223,860
Gross Profit
2,804,275
( 85,156 )
140,777
—
2,859,896
Selling, general and administrative
1,391,061
341,580
147,810
708,575
2,589,026
Depreciation and amortization
333,614
29,235
210
320
363,379
Total operating expenses
1,724,675
370,815
148,020
708,895
2,952,405
Income (Loss) from Operations
1,079,600
( 455,971 )
( 7,243 )
( 708,895 )
( 92,509 )
Interest income
—
—
—
120,906
120,906
Interest expense
( 2,009 )
—
—
—
( 2,009 )
Loss on disposal of equipment
—
—
—
—
—
Total Other Income (Expense)
( 2,009 )
—
—
120,906
118,897
Income (Loss) before provision for income taxes
$ 1,077,591
$ ( 455,971 )
$ ( 7,243 )
$ ( 587,989 )
$ 26,388
For the three months ended March 31, 2024
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Revenue
$
7,954,958
$
—
$
280,789
$
—
$
8,235,747
Cost of sales
5,102,635
—
166,640
—
5,269,275
Gross Profit
2,852,323
—
114,149
—
2,966,472
Selling, general and administrative
1,631,897
—
176,879
648,703
2,457,479
Depreciation and amortization
294,794
—
211
193
295,198
Total operating expenses
1,926,691
—
177,090
648,896
2,752,677
Income (Loss) from Operations
925,632
—
( 62,941
)
( 648,896
)
213,795
Interest income
—
—
—
143,369
143,369
Interest expense
( 11,260
)
—
—
—
( 11,260
)
Total Other Income (Expense)
( 11,260
)
—
—
143,369
132,109
Income (Loss) before provision for income taxes
$
914,372
$
—
$
( 62,941
)
$
( 505,527
)
$
345,904
Note 12 - Subsequent Events
The Company has evaluated
events that occurred through the date that the financial statements were issued, and determined that there have been no
events that have occurred that would require adjustments to the Company’s disclosures in the financial statements.
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion and analysis of our financial
condition and results of operations should be read 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, 2024, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 31, 2025
(the “2024 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 SEC.
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 SUMMARY
Data Storage Corporation (“DSC”, the
“Company”, “we”, “us” or ‘our”) is a leading provider of enterprise cloud and business
continuity solutions, specializing in fully managed cloud hosting, disaster recovery, cybersecurity, and IT automation services. DSC
leverages its expertise through its three subsidiaries: CloudFirst Technologies Corporation (“CloudFirst”), CloudFirst Europe
Ltd. (“CloudFirst Europe”) and Nexxis Inc. (“Nexxis”). Through its CloudFirst platform – built on IBM Power
Systems infrastructure – DSC delivers high-performance cloud solutions tailored for IBM i and AIX workloads This niche focus on
IBM Power environments distinguishes CloudFirst in the market: none of the major public cloud providers (AWS, Microsoft Azure, or Google
Cloud) natively support IBM i/AIX workload, giving DSC a distinct competitive edge in serving clients with these mission-critical systems.
The Company leverages long-term subscription contracts for its cloud and disaster-recovery services, yielding a highly recurring revenue
base and strong customer retention (historically over 90% annual subscription renewal rates) DSC’s client base exceeds 425 organizations
across diverse sectors – including government, healthcare, education, manufacturing, and Fortune 500 enterprises – reflecting
broad market demand for its multi-cloud hosting and business continuity solutions. In recent years, DSC has undertaken strategic expansions
(organically and via acquisitions) to reinforce its position as an emerging growth leader in the multi-billion-dollar cloud hosting and
business continuity market. Notably, the integration of Flagship Solutions, LLC (“Flagship”) (our wholly-owned subsidiary
that was originally in acquired 2021) into CloudFirst was completed in January 2024, unlocking operational synergies and enabling cross-selling
of the full CloudFirst suite to Flagship’s established customer base. This integration, combined with enhanced distribution and
marketing capabilities post-2021 Nasdaq uplisting, has bolstered DSC’s growth trajectory and technical expertise.
Data Storage Corporation through its subsidiary CloudFirst
expanded into the UK and European markets in October 2024 as part of its international growth strategy. This investment included consulting,
accounting, and legal expenses to establish operations, as well as the strategic hiring of a regional director and sales personnel. Additionally,
the Company initiated partner recruitment and invested in partner enablement through targeted training and sales support programs, laying
the foundation for sustainable growth and expanded market presence in the region.
23
RESULTS OF OPERATIONS
Three months ended March 31, 2025, as compared
to March 31, 2024
Sales
Sales for the three months
ended March 31, 2025, decreased by approximately 2% to $8,083,756 as compared to sales for the three months ended March 31, 2024, of $8,235,747.
The Company derives its sales from four types of services that it provides: cloud infrastructure & disaster recovery/cloud services
which is the largest source of its sales, followed by managed services, equipment and software sales, and Nexxis, VoIP and internet access
services. The cloud infrastructure & disaster recovery/cloud services are subscription-based. The Company also provides equipment
and software and actively participates in collaboration with IBM to provide innovative business solutions to clients. The professional
services are providing the client cloud infrastructure and or Disaster Recovery implementation services as well as time and materials
billing. Substantially all of the Company’s sales were to customers in the United States, with 3% of its sales to international
customers. During the three months ended March 31, 2025, the Company derived approximately 44% of revenue from equipment and software
sales, 42% of revenue from infrastructure & disaster recovery/cloud services, 10% of revenue from managed services, 4% of revenue
from Nexxis VoIP services. During the three months ended March 31, 2024, the Company derived approximately 50% of our revenue
from equipment and software sales, 36% of its revenue from infrastructure & disaster recovery/cloud services, 10% of revenue from
Managed Services, and 3% of revenue from Nexxis VoIP services.
The following chart details
the changes in the Company’s sales for the three months ended March 31, 2025, and 2024, respectively.
For the Three Months
Ended March 31,
2025
2024
$ Change
% Change
Cloud Infrastructure & Disaster Recovery
$
3,359,078
$
2,952,895
$
406,183
14
%
Equipment and Software
3,564,919
4,084,647
(519,728
)
(13
)%
Managed Services
811,906
843,407
(31,501
)
(4
)%
Nexxis VoIP Services
307,816
276,467
31,349
11
%
Other
40,037
78,331
(38,294
)
(49
)%
Total Revenue
$
8,083,756
$
8,235,747
$
(151,991
)
(2
)%
Expenses
Cost of sales. For the three months ended March
31, 2025, cost of sales was $5,223,860, a decrease of $45,415, or 1%, compared to $5,269,275 for the three months ended March 31, 2024.
The decrease of $45,415 was mostly related to the decrease in one-time equipment and software sales.
Selling, general and administrative
expenses . For the three months ended March 31, 2025, selling, general and administrative
expenses were $2,952,405, an increase of $199,728, or 2%, as compared to $2,752,677 for the three months ended March 31, 2024. The increase is
reflected in the chart below and was primarily related to an increase in professional fees, stock based compensation, software and salaries
and director fees, offset by a decrease in rent and occupancy expenses, all other expenses and commissions.
24
Selling, general and administrative expenses
For the Three Months
Ended March 31,
2025
2024
$ Change
% Change
Salaries and Director Fees
$
1,447,933
$
1,185,063
$
262,870
22
%
Stock Based Compensation
226,264
171,325
54,939
32
%
Professional Fees
398,331
256,583
141,748
55
%
Software as a Service Expense
77,163
60,896
16,267
27
%
Advertising Expenses
215,242
232,240
(16,998
)
(7
)%
Commissions Expense
325,931
414,583
(88,652
)
(21
)%
Amortization and Depreciation Expense
70,819
72,128
(1,309
)
(2
)%
Travel and Entertainment Expense
76,451
73,569
2,882
4
%
Rent and Occupancy Expense
34,194
59,688
(25,494
)
(43
)%
Insurance Expense
32,676
31,796
880
3
%
All Other Expenses
47,401
194,806
(147,405
)
(76
)%
Total Expenses
$
2,952,405
$
2,752,677
$
199,728
7
%
Salaries and Director Fees. Salaries and
director fees increased as a result of an increase in headcount which resulted from the Company’s international expansion efforts,
an increase in the number of Board Members and an increase due to annual employee performance reviews.
Stock Based Compensation. Stock Based Compensation
increased primarily due to an increase in the number of RSUs granted and higher fair value per share for both RSUs and stock
options.
Professional Fees. Professional fees increased
primarily due to business development consulting fees which resulted from the Company’s international expansion efforts, an increase
in recruiting fees, and an increase in investor relation fees.
Software as a Service Expense (SaaS). SaaS
increased due to new projects for improvement initiatives for one of the Company’s customer relationship management systems.
Advertising Expenses. Advertising expense
decreased due to the Company’s strategy to offset stadium expense by re-selling the suite for certain events.
Commissions Expense. Commissions expense
decreased due to lower one-time equipment sales.
Rent and Occupancy Expense. Rent and occupancy
expense decreased due to the non-renewal of office space in Boca Raton, FL.
All Other Expenses. All other expenses decreased
as a result of a sales tax audit matter in 2024 which was settled and paid in early 2025.
Income before provision for income taxes. Income
before provision for income taxes for the three months ended March 31, 2025, and 2024 was $26,388, and $345,904 respectively, primarily
attributable to the items discussed above.
LIQUIDITY AND CAPITAL RESOURCES
The condensed consolidated
financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”)
applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course
of business.
To the extent the Company
is successful in growing its business, identifying potential acquisition targets, and negotiating the terms of such acquisitions, and
where the purchase price may include a cash component, the Company expects to use its working capital and the proceeds of any financing
to finance such acquisition costs.
25
The Company’s conclusion
concerning its liquidity is based on current information. If this information proves to be inaccurate, or if circumstances change, the
Company may not be able to meet its liquidity needs, which will require a renegotiation of related party capital equipment leases, a reduction
in advertising and marketing programs, and/or a reduction in salaries for officers that are major shareholders.
The Company has long-term contracts to supply its
subscription-based solutions that are invoiced to clients monthly. The Company believes its total contract value of its subscription contracts
with clients based on the actual contracts that it has to date exceeds $10 million. Further, the Company continues to see an uptick in
client interest in distribution channel expansion and in sales proposals. In 2025, the Company intends to continue to work to increase
its 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 its technical expertise, data centers utilization, assets deployed in the data
centers, 24 x 365 monitoring and software.
On July 18, 2024, the Company entered into the Agreement with Maxim, discussed
in Note 8 to the financial statements above, pursuant to which the Company may offer and sell, from time to time, through Maxim, as sales
agent or principal, shares of its common stock. There can be no guarantee that the Company will be able to raise capital from sales under
the Agreement. To date, the Company has not made any sales under the Agreement.
The Company’s working
capital was $12,440,644 on March 31, 2025, increasing by $570,730 from $11,869,914 at December 31, 2024. The increase is primarily attributable
to an increase in accounts receivable which was offset, in part, by an increase in accounts payable and a decrease in cash and marketable
securities.
Cash Flows for the three months ended March 31,
2025, as compared to March 31, 2024
The following table summarizes
the Company’s cash flows:
Three months Ended March 31,
2025
2024
Cash used in operating activities
$ (1,099,807 )
$ (318,624 )
Cash provided by (used in) investing activities
786,575
(302,006 )
Cash used in financing activities
(51,520 )
(167,358 )
Effect of exchange rate changes on cash
212
—
Decrease in cash
(364,540 )
(787,988 )
Cash, beginning of period
1,070,097
1,428,730
Cash, end of period
$ 705,557
$ 640,742
Operating activities
For the three months
ended March 31, 2025, cash used in operating activities was $1,099,807, compared to $318, 624 for the three months ended March 31,
2024. The increase is primarily due to a decrease in net income and changes in accounts payable and accrued expenses. This was
offset by an increase to non-cash expenses.
Investing activities
During the three months ended
March 31, 2025, net cash provided by investing activities totaled $786,575, compared to net cash used in investing activities of $302,006
during the three months ended March 31, 2024. The increase of $1,088,581 was primarily due to a net increase in sales of marketable securities
offset by a decrease in capital expenditures.
Financing activities
During the three months ended
March 31, 2025, net cash used in financing activities totaled $51,520, compared to $167,358 during the three months ended March 31, 2024.
The decrease in cash used in financing activities of $115,838 was primarily due to lower finance lease obligation payments.
26
Critical Accounting 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. We believe that the accounting estimates employed are appropriate
and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results may differ from the
original estimates, requiring adjustments to these balances in future periods. There are accounting policies, each of which requires significant
judgments and estimates on the part of management, that we believe are significant to the presentation of our condensed consolidated financial
statements. The critical accounting estimates that affect the condensed consolidated financial statements and the judgments and assumptions
used are consistent with those described under Part II, Item 7 of the 2024 Annual Report.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements,
financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities.”
Non-GAAP Financial Measures
Adjusted EBITDA
To supplement the Company’s
condensed consolidated financial statements presented in accordance with GAAP and to provide investors with additional information regarding
the Company’s financial results, the Company considers and is including herein Adjusted EBITDA, a Non-GAAP financial measure. The
Company views Adjusted EBITDA as an operating performance measure and, as such, the Company believes that the GAAP financial measure most
directly comparable to it is net income (loss). The Company defines Adjusted EBITDA as net income adjusted for interest, depreciation,
amortization, and stock-based compensation. The Company believes that Adjusted EBITDA provides an important measure of operating performance
because it allows management, investors, debt holders and others to evaluate and compare ongoing operating results from period to period
by removing the impact of the Company’s asset base, any asset disposals or impairments, stock-based compensation and other non-cash
income and expense items associated with its reliance on issuing equity-linked debt securities to fund its working capital.
The Company’s use of
Adjusted EBITDA has limitations as an analytical tool, and this measure should not be considered in isolation or as a substitute for an
analysis of its results as reported under GAAP, as the excluded items may have significant effects on its operating results and financial
condition. Additionally, the Company’s measure of Adjusted EBITDA may differ from other companies’ measure of Adjusted EBITDA.
When evaluating the Company’s performance, Adjusted EBITDA should be considered with other financial performance measures, including
various cash flow metrics, net income and other GAAP results. In the future, the Company may disclose different non-GAAP financial measures
in order to help its investors and others more meaningfully evaluate and compare the Company’s future results of operations to its
previously reported results of operations.
27
The following table shows
the Company’s reconciliation of net income (loss) to adjusted EBITDA for the months ended March 31, 2025, and 2024:
For the three months ended March 31, 2025
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Net income (loss)
$
1,077,591
$
(455,971
)
$
(7,243
)
$
(587,989
)
$
26,388
Non-GAAP adjustments:
Depreciation and amortization
333,615
29,235
209
320
363,379
Interest income
—
—
—
(120,906
)
(120,906
)
Interest expense
2,009
—
—
—
2,009
Provision for income tax
—
—
—
—
—
Stock-based compensation
89,665
—
6,429
130,171
226,265
Adjusted EBITDA
$
1,502,880
$
(426,736
)
$
(605
)
$
(578,404
)
$
497,135
For the three months ended March 31, 2024
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Net income
$
914,372
$
—
$
(62,941
)
$
(505,527
)
$
345,904
Non-GAAP adjustments:
Depreciation and amortization
294,793
—
211
194
295,198
Interest income
—
—
—
(143,369
)
(143,369
)
Interest expense
11,260
—
—
—
11,260
Stock-based compensation
52,969
—
6,671
111,685
171,235
Adjusted EBITDA
$
1,273,394
$
—
$
(56,059
)
$
(537,017
)
$
680,318
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 Quarterly Report on Form 10-Q,
under the supervision and with the participation of our management, including our principal executive officer and principal financial
officer, we conducted an evaluation of our 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”). Rule 13a-15(e) under the Exchange
Act defines “disclosure controls and procedures” as controls and other procedures of a company that are designed to ensure
that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to a company’s management, including its chief executive officer and chief financial officer, as appropriate,
to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that our disclosure controls and procedures were effective at the reasonable assurance level at March 31, 2025.
A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Due to 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. Accordingly, our
disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control
system are met. As set forth above, our Chief Executive Officer and Chief Financial Officer have concluded, based on the evaluation as
of the end of the period covered by this Quarterly Report on Form 10-Q, that our disclosure controls and procedures were effective to
provide reasonable assurance that the objectives of our disclosure control system were met.
28
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, 2025, that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, the Company may become involved
in legal proceedings or be subject to claims arising in the ordinary course of its business. The Company is not presently a party to any
legal proceedings that, if determined adversely to it, would individually or taken together have a material adverse effect on its business,
operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company
because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors.
Investing in our securities
involves a high degree of risk. You should carefully consider the following risks and the risk factors set forth in our 2024 Annual Report,
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 materialize, our operating results, financial condition and liquidity could
be materially adversely affected. The following information updates, and should be read in conjunction with, the information disclosed
in Part I, Item 1A, “Risk Factors,” contained in our 2024 Annual Report. Except as disclosed below, there have been no material
changes from the risk factors disclosed in our 2024 Annual Report.
The Company has not
generated a significant amount of net income and it may not be able to sustain profitability in the future.
As reflected in the condensed
consolidated financial statements, the Company had net income attributable to common shareholders of $24,078 for the three months ended
March 31, 2025, and $357,102 for the year ended December 31, 2024. As of March 31, 2025, the Company had cash of $705,557, marketable
securities of $10,406,912, and working capital of $12,440,644. There can be no assurance that the Company will continue to generate income
in the future.
The Company may incur
costs in connection with strategic transactions that do not ultimately close.
The Company may pursue capital
structure simplification, including warrant repurchases, in anticipation of strategic transactions. If such transactions do not proceed
to definitive agreement or closing, these efforts may still result in non-recurring legal, advisory, and administrative costs, which could
impact near-term financial results.
We cannot be assured
that we will be able to maintain our listing on the Nasdaq Capital Market.
Our securities are listed
on The Nasdaq Capital Market, a national securities exchange. We cannot be assured that we will continue to comply with the rules, regulations
or requirements governing the listing of our common stock on The Nasdaq Capital Market or that our securities will continue to be listed
on Nasdaq Capital Market in the future. If Nasdaq should determine at any time that we fail to meet Nasdaq requirements, we may be subject
to a delisting action by Nasdaq.
On January 18, 2024, Nasdaq
notified the Company that due to the passing of Mr. Hoffman, a member of our Board of Directors and member of our Audit Committee, the
Company was no longer compliant with Nasdaq’s audit committee requirements as set forth in Rule 5605(c)(2)(A) of the Nasdaq listing
standards. Nasdaq further notified the Company that, consistent with Rule 5605(c)(4) of the Nasdaq listing standards, Nasdaq provided
the Company a cure period in order to regain compliance until the earlier of the Company’s next annual meeting of shareholders or
December 30, 2024 or, if the next annual meeting of shareholders is held before June 27, 2024, then the Company must provide evidence
of compliance no later than June 27, 2024.
On April 2, 2024, the Company
received a letter (the “Notification Letter”) from Nasdaq stating that, based on the information regarding the appointment
of Nancy M. Stallone, CPA to the Company’s Board of Directors and Audit Committee, Nasdaq has determined that the Company complies
with the Audit Committee requirement for continued listing on The Nasdaq Capital Market set forth in Listing Rules 5605(c)(2), which requires
that the Company maintain an audit committee of at least three members, each of whom must meet specified criteria, including certain independence
criteria. Accordingly, the Nasdaq staff has determined that the Company has regained compliance with Nasdaq Listing Rule 5605(c)(2) and
has indicated that the matter is now closed.
29
If Nasdaq delists our securities
from trading on its exchange at some future date, we could face significant material adverse consequences, including:
●
a limited availability of market quotations for our securities;
●
reduced liquidity with respect to our securities;
●
a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;
●
a limited amount of news and analyst coverage for our company; and
●
a decreased ability to issue additional securities or obtain additional financing in the future.
Upon exercise of the
Company’s outstanding options or warrants, it will be obligated to issue a substantial number of additional shares of common stock
which will dilute its present shareholders.
The Company is obligated
to issue additional shares of its common stock in connection with any exercise or conversion, as applicable, of its outstanding options,
warrants, and shares of its convertible preferred stock. As of March 31, 2025, there were options, RSUs and warrants outstanding
convertible into an aggregate of 3,365,343 shares of common stock. The exercise of warrants or options will cause the Company to issue
additional shares of its common stock and will dilute the percentage ownership of its shareholders. In addition, the Company has in the
past, and may in the future, exchange outstanding securities for other securities on terms that are dilutive to the securities held by
other shareholders not participating in such an exchange.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
(a) Unregistered Sales of
Equity Securities
There were no unregistered
sales of the Company’s equity securities during the period ended March 31, 2025, that were not previously reported in a Current
Report on Form 8-K.
(b) Use of Proceeds
Not applicable.
(c) Issuer Purchase of Equity
Securities
None.
Item 3. Defaults Upon Senior Securities.
There were no defaults upon senior securities during
the period ended March 31, 2025.
30
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information.
During the three months ended March 31, 2025, no director or officer of the Company
adopted or terminated a “Rule 10b5-1 trading arrangement” or “non Rule 10b5-1 trading arrangement,” as each term
is defined in Item 408(a) of Regulation S-K.
31
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 the Registrant’s Current Report on 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 to the Registrant’s Current Report 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 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
Form of Certificate of Amendment to the Articles of Incorporation (incorporated by reference to Appendix A to the Information Statement on Schedule 14C (File No. 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
3.7
Form of Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation dated October 7, 2008 (incorporated by reference to Appendix C to the Information Statement on Schedule 14C (File No. 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
3.8
Form of Certificate of Validation and Ratification of the Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation dated October 7, 2008 (incorporated by reference to Appendix C to the Information Statement on Schedule 14C (File No. 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
3.9
Form of Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation dated October 16, 2008 (incorporated by reference to Appendix D to the Information Statement on Schedule 14C (File No. 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
3.10
Form of Certificate of Validation and Ratification of the Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation dated October 16, 2008 (incorporated by reference to Appendix D to the Information Statement on Schedule 14C (File No. 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
3.11
Form of Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation dated January 6, 2009 (incorporated by reference to Appendix E to the Information Statement on Schedule 14C (File No. 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
3.12
Form of Certificate of Validation and Ratification of the Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation dated January 6, 2009 (incorporated by reference to Appendix E to the Information Statement on Schedule 14C (File No. 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
3.13
Form of Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation dated June 24, 2009 (incorporated by reference to Appendix F to the Information Statement on Schedule 14C (File No. 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
3.14
Form of Certificate of Validation and Ratification of the Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation dated June 24, 2009 (incorporated by reference to Appendix F to the Information Statement on Schedule 14C (File No. 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
3.15
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 (File No. 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
3.16
Amendment to Bylaws (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No. 001-35384) filed with the Securities and Exchange Commission on May 6, 2024).
31.1*
Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
31.2*
Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1*
Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2*
Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS
XBRL Instant Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith.
32
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 15,
2025
By:
/ s/
Charles M. Piluso
Charles M. Piluso
Chief Executive
Officer
(Principal Executive
Officer)
Date: May 15,
2025
By:
/s/
Chris H. Panagiotakos
Chris H. Panagiotakos
Chief Financial
Officer
(Principal Financial
and Accounting Officer)
33
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.