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 June 30, 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 August 14, 2025, was 7,262,436 .
DATA STORAGE CORPORATION
FORM 10-Q
INDEX
Page
PART I-
FINANCIAL INFORMATION
Item 1.
Financial Statements
Condensed
Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024
2
Condensed
Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (unaudited)
3
Condensed
Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024 (unaudited)
4
Condensed
Consolidated Statements of Cash Flows for the six months ended June 30, 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
30
Item 4.
Control
and Procedures
30
PART
II- OTHER INFORMATION
31
Item 1.
Legal
Proceedings
31
Item 1A.
Risk
Factors
31
Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
36
Item 3.
Defaults
Upon Senior Securities
36
Item 4.
Mine
Safety Disclosures
36
Item 5.
Other
Information
36
Item 6.
Exhibits
37
DATA STORAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2025
December 31, 2024
ASSETS
(Unaudited)
Current Assets:
Cash and cash equivalents
$ 611,323
$ 1,070,097
Accounts receivable, net of allowance for expected credit losses of $ 16,305 and $ 31,472 , as of June 30, 2025 and December 31, 2024, respectively
1,727,111
2,225,458
Marketable securities
10,510,179
11,261,006
Prepaid expenses and other current assets
1,913,094
859,502
Total current assets
14,761,707
15,416,063
Property and Equipment:
Property and equipment
10,078,502
9,598,963
Less: Accumulated depreciation
( 6,740,363 )
( 6,159,307 )
Property and equipment, net
3,338,139
3,439,656
Other assets:
Goodwill
4,238,671
4,238,671
Operating lease right-of-use assets
525,416
575,380
Other assets
263,778
183,439
Intangible assets, net
1,293,435
1,427,006
Total long-term assets
6,321,300
6,424,496
Total assets
$ 24,421,146
$ 25,280,215
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses
$ 2,349,999
$ 3,183,379
Deferred revenue
227,204
212,390
Finance leases payable
—
17,641
Finance leases payable related party
—
33,879
Operating lease liabilities short term
105,750
98,860
Total current liabilities
2,682,953
3,546,149
Operating lease liabilities
468,432
523,070
Deferred tax liability
39,031
39,031
Total long-term liabilities
507,463
562,101
Total liabilities
3,190,416
4,108,250
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred
stock, Series A par value $ 0.001 ; 10,000,000 shares authorized; 0 and 0 shares issued and outstanding
at June 30, 2025, and December 31, 2024, respectively
—
—
Common stock, par value $ 0.001 ; 250,000,000 shares authorized; 7,230,619 and 7,045,108 shares issued and outstanding at June 30, 2025, and December 31, 2024, respectively
7,231
7,045
Additional paid in capital
41,094,738
40,417,813
Accumulated deficit
( 19,691,560 )
( 18,982,589 )
Accumulated other comprehensive income (loss)
64,015
( 23,214 )
Total Data Storage Corp stockholders’ equity
21,474,424
21,419,055
Non-controlling interest in consolidated subsidiary
( 243,694 )
( 247,090 )
Total stockholders’ equity
21,230,730
21,171,965
Total liabilities and stockholders’ equity
$ 24,421,146
$ 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 OPERATIONS
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Sales
$ 5,146,922
$ 4,910,492
$ 13,230,678
$ 13,146,239
Cost of sales
2,610,168
2,502,599
7,834,028
7,771,874
Gross profit
2,536,754
2,407,893
5,396,650
5,374,365
Selling, general and administrative
3,332,421
2,796,679
6,284,826
5,549,356
Loss from operations
( 795,667 )
( 388,786 )
( 888,176 )
( 174,991 )
Other income (expense):
Interest income
103,267
152,441
224,173
295,810
Interest expense
( 16,236 )
( 10,260 )
( 18,245 )
( 21,520 )
Other expense
( 23,327 )
—
( 23,327 )
—
Total other income
63,704
142,181
182,601
274,290
Income (loss) before provision for income taxes
( 731,963 )
( 246,605 )
( 705,575 )
99,299
Income taxes
—
—
—
—
Net income (loss)
( 731,963 )
( 246,605 )
( 705,575 )
99,299
(Income) loss in non-controlling interest of consolidated subsidiary
( 1,086 )
2,365
( 3,396 )
13,563
Net income (loss) attributable to common stockholders
$ ( 733,049 )
$ ( 244,240 )
$ ( 708,971 )
$ 112,862
Earnings (loss) per share attributable to common stockholders – basic
$ ( 0.10 )
$ ( 0.04 )
$ ( 0.10 )
$ 0.02
Earnings (loss) per share attributable to common stockholders – diluted
$ ( 0.10 )
$ ( 0.04 )
$ ( 0.10 )
$ 0.02
Weighted average number of shares - basic
7,155,464
6,973,068
7,119,102
6,902,138
Weighted average number of shares - diluted
7,155,464
6,973,068
7,119,102
7,499,839
The accompanying notes are an integral part of these condensed consolidated Financial Statements.
3
DATA STORAGE CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024
(Unaudited)
Preferred Stock
Common Stock
Additional Paid-in
Accumulated
Non-Controlling
Total Stockholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Interest
Equity
Balance April 1, 2024
—
$ —
6,929,950
$ 6,930
$ 39,661,561
$ ( 19,148,701 )
-
$ ( 248,146 )
$ 20,271,644
Stock options exercised
—
—
36,546
36
71,057
—
—
71,093
Stock-based compensation
—
—
29,326
29
207,818
—
-
—
207,847
Net loss
—
—
—
—
—
( 244,240 )
( 2,365 )
( 246,605 )
Balance June 30, 2024
—
$ —
6,995,822
$ 6,995
$ 39,940,436
$ ( 19,392,941 )
-
$ ( 250,511 )
$ 20,303,979
Preferred Stock
Common Stock
Shares
Amount
Shares
Amount
Additional Paid-in Capital
Accumulated Deficit
Accumulated other comprehensive Income (Loss)
Non-Controlling Interest
Total Stockholders’ Equity
Balance April 1, 2025
—
$ —
7,123,227
$ 7,123
$ 40,644,000
$ ( 18,958,511 )
$ 3,579
$ ( 244,780 )
$ 21,451,411
Stock options exercised
—
—
17,821
18
38,249
—
—
—
38,267
Stock-based compensation
—
—
89,571
90
412,489
—
—
—
412,579
Gain on foreign currency translation adjustment
—
—
—
—
—
—
60,436
—
60,436
Net income (loss)
—
—
—
—
—
( 733,049 )
—
1,086
( 731,963 )
Balance June 30, 2025
—
$ —
7,230,619
$ 7,231
$ 41,094,738
$ ( 19,691,560 )
$ 64,015
$ ( 243,694 )
$ 21,230,730
The accompanying notes are an integral part of these condensed consolidated Financial Statements
4
DATA STORAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Unaudited)
Preferred Stock
Common Stock
Additional Paid-in
Accumulated
Non-Controlling
Total Stockholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Interest
Equity
Balance January 1, 2024
—
$
—
6,880,460
$
6,881
$
39,490,285
$
( 19,505,803
)
-
$
( 236,948
)
$
19,754,415
Stock options exercised
—
—
36,546
36
71,057
—
—
71,093
Stock-based compensation
—
—
78,816
78
379,094
—
—
379,172
Net income (loss)
—
—
—
—
—
112,862
-
( 13,563
)
99,299
Balance June 30, 2024
—
$
—
6,995,822
$
6,995
$
39,940,436
$
( 19,392,941
)
-
$
( 250,511
)
$
20,303,979
Preferred Stock
Common Stock
Shares
Amount
Shares
Amount
Additional Paid-in Capital
Accumulated Deficit
Accumulated other comprehensive Income (Loss)
Non-Controlling Interest
Total Stockholders’ Equity
Balance January 1, 2025
—
$ —
7,045,108
$ 7,045
$ 40,417,813
$ ( 18,982,589 )
$ ( 23,214 )
$ ( 247,090 )
$ 21,171,965
Stock options exercised
—
—
17,821
18
38,249
—
—
—
38,267
Stock-based compensation
—
—
167,690
168
638,676
—
—
—
638,844
Gain on foreign currency translation adjustment
—
—
—
—
—
—
87,229
—
87,229
Net income (loss)
—
—
—
—
—
( 708,971 )
—
3,396
( 705,575 )
Balance June 30, 2025
—
$ —
7,230,619
$ 7,231
$ 41,094,738
$ ( 19,691,560 )
$ 64,015
$ ( 243,694 )
$ 21,230,730
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)
Six Months Ended June 30,
2025
2024
Cash Flows from Operating Activities:
Net (loss) income
$
( 705,575
)
$
99,299
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
713,899
634,509
Stock-based compensation
638,844
379,172
Change in expected credit losses
66,055
21,816
Changes in Assets and Liabilities:
Accounts receivable
432,292
( 666,603
)
Prepaid expenses and other current assets
( 1,133,931
)
( 308,211
)
Right of use asset
49,964
78,206
Accounts payable and accrued expenses
( 756,101
)
315,636
Deferred revenue
14,814
( 127,257
)
Operating lease liability
( 47,748
)
( 71,776
)
Net cash (used in) provided by operating activities
( 727,487
)
354,791
Cash Flows from Investing Activities:
Capital expenditures
( 478,811
)
( 902,571
)
Purchase of marketable securities
( 224,173
)
( 295,810
)
Sale of marketable securities
975,000
400,000
Net cash provided by (used in) investing activities
272,016
( 798,381
)
Cash Flows from Financing Activities:
Repayments of finance lease obligations related party
( 33,879
)
( 142,774
)
Repayments of finance lease obligations
( 17,641
)
( 133,473
)
Proceeds from stock option exercises
38,267
71,093
Net cash used in financing activities
( 13,253
)
( 205,154
)
Effect of exchange rate changes on cash
9,950
—
Decrease in cash and cash equivalents
( 458,774
)
( 648,744
)
Cash and cash equivalents, beginning of period
1,070,097
1,428,730
Cash and cash equivalents, end of period
$
611,323
$
779,986
Supplemental cash flow disclosures:
Cash paid for interest
$
17,239
$
14,303
Cash paid for income taxes
$
—
$
—
Non-cash investing and financing activities:
Assets acquired by operating lease
$
—
$
647,958
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
(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.
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. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation
of the financial position, results of operations, and cash flows for the interim periods presented. 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.
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.
Recently Issued and Newly Adopted Accounting Standards
7
In November 2024, Financial
Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 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. Subsequently, in January 2025, the FASB issued ASU 2025-01, which clarified the effective date of ASU 2024-03.
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 financial statements.
In May 2025, the FASB issued ASU 2025-03, Business
Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest
Entity . This ASU provides guidance for determining the accounting acquirer in a business combination involving a variable interest
entity. The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal
years. The Company is currently evaluating the impact of this ASU on its consolidated financial statements but does not expect it to have
a material impact upon adoption.
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 June 30, 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 expenses,
and other current assets. Management believes the estimated fair value of these accounts at June 30, 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.
Level 3 fair value measurements are derived from valuation
techniques that include significant inputs that are not based on observable market data. When required, the Company uses discounted and
undiscounted cash flow models to determine the fair value of certain assets and liabilities. These models rely on unobservable inputs,
which reflect management's own assumptions about the factors that market participants would use in pricing the asset or liability, and
are significant to the overall fair value measurement.
8
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 and equipment, goodwill, and other intangible assets.
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.
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 during the six months ended June 30, 2025, and 2024:
Schedule of changes in equity investments measured at fair value
Six Months Ended June 30,
2025
2024
Balance, beginning of period
$ 11,261,006
$ 11,318,196
Purchase of equity investments
224,173
295,810
Sales of equity investments
( 975,000 )
( 400,000
)
Balance, end of period
$ 10,510,179
$ 11,214,006
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 June 30, 2025, the Company had one customer
with an accounts receivable balance representing 14 % 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 June 30, 2025, one customer
accounted for approximately 13 % of total consolidated revenue. For the three months ended June 30, 2024, one customer accounted for
approximately 14 % of total consolidated revenue.
For the six months ended June 30, 2025, one customer
accounted for approximately 20 % of total consolidated revenue. For the six months ended June 30, 2024, two customers accounted for approximately
22 % and 11 % of total consolidated revenue, respectively.
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.
Clients invoiced in advance for services are reflected in deferred revenue on the Company’s balance sheet.
9
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
Six Months Ended June 30,
2025
2024
Beginning balance
$ 31,472
$ 7,915
Provision
66,055
21,816
Write-offs
( 81,222 )
( 7,135 )
Ending balance
$ 16,305
$ 22,596
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.
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.
10
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. Onboarding 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.
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
Three Months Ended June 30, 2025
Three Months Ended June 30, 2024
United States
International
Total
United States
International
Total
Cloud infrastructure & disaster recovery
$ 3,156,550
$ 202,391
$ 3,358,941
$ 3,037,184
$ 128,532
$ 3,165,716
Equipment and software
687,321
—
687,321
782,303
—
782,303
Managed services
725,560
13,300
738,860
642,518
—
642,518
Nexxis VoIP services
323,620
—
323,620
275,830
—
275,830
Other sales
38,180
—
38,180
44,125
—
44,125
Total Sales
$ 4,931,231
$ 215,691
$ 5,146,922
$ 4,781,960
$ 128,532
$ 4,910,492
Six Months Ended June 30, 2025
Six Months Ended June 30, 2024
United States
International
Total
United States
International
Total
Cloud infrastructure & disaster recovery
$ 6,295,391
$ 422,628
$ 6,718,019
$ 5,890,433
$ 228,178
$ 6,118,611
Equipment and software
4,252,240
—
4,252,240
4,866,950
—
4,866,950
Managed services
1,537,466
13,300
1,550,766
1,485,925
—
1,485,925
Nexxis VoIP services
631,436
—
631,436
552,297
—
552,297
Other sales
78,217
—
78,217
112,018
10,438
122,456
Total Sales
$ 12,794,750
$ 435,928
$ 13,230,678
$ 12,907,623
$ 238,616
$ 13,146,239
11
The following table presents timing of revenue recognition
by product type:
Three
Months Ended
June 30 ,
Six Months Ended
June 30,
2025
2024
2025
2024
Products transferred at a point in time
$ 660,104
$ 3,943,429
$ 4,265,060
$ 4,989,406
Products and services transferred over time
4,486,818
967,063
8,965,618
8,156,833
Total Sales
$ 5,146,922
$ 4,910,492
$ 13,230,678
$ 13,146,239
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 June 30, 2025, and 2024, the Company recognized $ 38,510
and $ 107,688
in sales that were recorded as deferred revenue as of December 31, 2024, and 2023, respectively.
During the six months ended June 30, 2025, and 2024, the Company recognized $ 102,038
and $ 151,998
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.
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.
12
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 they relate 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.
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 Judgment
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.
13
Advertising Costs
The Company expenses
the costs associated with advertising as they are incurred. The Company incurred $ 308,900
and $ 249,147
for advertising costs for the three months ended June 30, 2025, and 2024, respectively. The Company incurred
$ 524,142 and
$ 481,387
for advertising costs for the six months ended June 30, 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. 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. Forfeitures are recognized as they occur.
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 (Loss) 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.
The following table sets forth the information needed
to compute basic and diluted earnings per share for the three and six months ended June 30, 2025, and 2024:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Net Income (Loss) Available to Common Shareholders
$ ( 733,049 )
$ ( 244,240 )
$ ( 708,971 )
$ 112,862
Weighted average number of common shares - basic
7,155,464
6,973,068
7,119,102
6,902,138
Dilutive securities:
Options
—
—
—
363,326
Warrants
—
—
—
—
Restricted stock units
—
—
—
234,375
Weighted average number of common shares - diluted
7,155,464
6,973,068
7,119,102
7,499,839
Earnings (Loss) per share, basic
$ ( 0.10 )
$ ( 0.04 )
$ ( 0.10 )
$ 0.02
Earnings (Loss) per share, diluted
$ ( 0.10 )
$ ( 0.04 )
$ ( 0.10 )
$ 0.02
14
The following table sets forth the number of potential
shares of common stock that have been excluded from diluted net income (loss) per share because their effect was anti-dilutive:
Schedule of anti-dilutive shares
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Options
662,789
701,346
635,222
338,020
Warrants
2,495,860
2,495,860
2,495,860
2,495,860
Restricted stock units
95,773
234,375
80,771
—
3,254,422
3,431,581
3,211,853
2,833,880
Note 3 - Prepaids and other current assets
Prepaids and other current assets consist of the following:
Schedule of prepaids and other current assets
June 30,
2025
December 31, 2024
Prepaid marketing & promotion
$ 169,768
$ 47,045
Prepaid subscriptions and licenses
577,473
483,170
Prepaid maintenance
162,763
191,552
Prepaid insurance
58,363
67,373
Deferred transaction costs
838,352
—
Other
106,375
70,362
Prepaid and other current assets
$ 1,913,094
$ 859,502
Note 4- Property and Equipment
Property and equipment, at cost, consist of the following:
Schedule of property and equipment
June 30,
2025
December 31, 2024
Storage equipment
$ 60,288
$ 60,288
Furniture and fixtures
30,305
30,305
Computer hardware and software
154,423
140,288
Data center equipment
9,833,486
9,368,082
10,078,502
9,598,963
Less: Accumulated depreciation
( 6,740,363 )
( 6,159,307 )
Net property and equipment
$ 3,338,139
$ 3,439,656
Depreciation expense for the three months ended June 30, 2025, and 2024
was $ 283,735 and $ 270,952 , respectively. Depreciation expense for the six months ended June 30, 2025, and 2024 was $ 580,332 and $ 497,003 ,
respectively.
Note 5 - Goodwill and Intangible Assets
Goodwill and intangible assets consisted of the following:
15
Schedule of goodwill and intangible assets
June 30, 2025
Estimated life in years
Gross amount
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
1,834,932
779,167
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
3,110,081
779,167
Total Goodwill and Intangible Assets
$ 8,642,187
$ 3,110,081
$ 5,532,106
Scheduled amortization over the next four years are as follows:
Schedule
of amortization over the next five years
For
the Years Ending December 31,
2025
(remainder of the year)
$ 133,572
2026
$ 267,143
2027
267,143
2028
111,309
Total
$ 779,167
Amortization expense for the three months ended June 30, 2025, and 2024
was $ 66,785 and $ 68,360 , respectively. Amortization expense for the six months ended June 30, 2025, and 2024 was $ 133,571 and $ 137,507 ,
respectively.
Note 6- Leases
The Company determines whether an arrangement contains a lease at the inception
of the contract. The Company’s leases consist of operating leases for office space and finance leases for equipment.
Operating Leases: The Company’s primary operating lease is
for its corporate headquarters in Melville, NY, which has a term of sixty-seven months expiring on October 30, 2029. This lease is recognized
as an operating lease right-of-use asset and a corresponding lease liability on the Condensed Consolidated Balance Sheets.
The Company also utilizes temporary workspaces in Austin, TX, Miami, FL,
and London, UK, under short-term arrangements with terms of 12 months or less. The Company has elected the short-term lease recognition
exemption for these arrangements and, accordingly, does not recognize right-of-use assets or lease liabilities for them. The cost for
these short-term leases is recognized as rent expense on a straight-line basis and is not material.
Lease Disclosures Right-of-Use (“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.
A discount rate of 9% was used in the preparation of ROU assets and lease liabilities.
16
Finance Leases During the three months ended March 31, 2025, all
outstanding finance lease obligations were paid in full. As of June 30, 2025, the Company had no material finance leases.
Information related to the Company’s finance leases for the three
and six months ended June 30, 2025, was as follows:
Schedule of components of lease expense
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
Total net lease cost
$ 159,940
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 $ 690,885 in
remaining payments under the contract through 2027.
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.
Common Stock Options
A summary of the Company’s stock option activity
and related information follows:
17
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
52,420
4.36
Exercised
( 17,821 )
2.15
Expired/Cancelled
( 23,900 )
2.96
Options Outstanding at June 30, 2025
689,001
$ 2.91
6.03
Options Exercisable at June 30, 2025
407,926
$ 2.82
5.49
Share-based compensation expense for options totaling
$ 180,233 and $ 110,195 was recognized in the Company’s results for the three months ended June 30, 2025, and 2024, respectively.
Share-based compensation expense for options totaling $ 294,116 and $ 214,357 was recognized in the Company’s results for the six
months ended June 30, 2025, and 2024, respectively. All share-based compensation expense has been recorded as a component of selling,
general and administrative expenses.
The intrinsic value of outstanding options as of June
30, 2025, was $ 652,908 .
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 the 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 the Company over a period equal to the expected life of the awards.
As of June 30, 2025, there was $ 733,136 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 1.1 years.
The weighted average fair value of options granted,
and the assumptions used in the Black-Scholes model during the six months ended June 30, 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 options granted
$ 2.42
$ 3.22
Risk-free interest rate
4.12 % - 4.47 %
3.94 % - 4.21 %
Volatility
77 % - 122 %
126 % - 159 %
Expected life (years)
3.5 - 6 .00 years
3.5 - 6 .00 years
Dividend yield
—
—
Share-Based Awards, restricted stock units (“RSUs”)
A summary of the activity related to RSUs for the six months ended June
30, 2025, is presented below:
18
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
125,083
3.95
Vested
( 167,690 )
3.44
Forfeited
( 796 )
4.88
Outstanding non-vested at June 30, 2025
170,972
$ 2.99
Stock-based compensation for RSU’s has been
recorded in the consolidated statements of operations and totaled $ 232,347 and $ 97,530 for the three months ended June 30, 2025, and 2024,
respectively. Stock-based compensation for RSU’s has been recorded in the consolidated statements of operations and totaled $ 344,728
and $ 164,692 for the six months ended June 30, 2025, and 2024, respectively. All share-based compensation expense has been recorded as
a component of selling, general and administrative expenses.
As of June 30, 2025, there was $ 511,056 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 1.3 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 June 30, 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
June 30, 2025.
19
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.
Note 10 – Related Party Transactions
Nexxis Capital LLC
Charles M. Piluso (Chairman and CEO) and Harold
J. 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 from Nexxis Capital $ 3,257
for the three and six months ended June 30, 2025, and $ 77,348
for the three and six months ended June 30, 2024, respectively.
Eisner & Maglione CPA’s LLC
Lawrence Maglione, a
member of the Board of Directors, is a partner of Eisner & Maglione CPA’s LLC. The Company paid Mr. Maglione’s firm $ 21,231
and $ 5,108 for accounting and consulting services for the three months ended June 30, 2025, and 2024, respectively. The Company paid Mr.
Maglione’s firm $ 27,739 and $ 15,083 for accounting
and consulting services during the six months ended June 30, 2025, and 2024, respectively.
Note 11 – Equity Investment
On May 21, 2025, the Company
invested $ 100,000 in TG-17, Inc., a privately held Delaware corporation, in exchange for shares of Series CF Preferred Stock. The investment
represents less than 20% of the outstanding equity of TG-17, Inc. and does not convey board representation, control rights, or any significant
influence over the investee’s operating or financial policies.
Accordingly, the Company accounts for the investment in accordance
with ASC 321, Investments – Equity Securities, using the measurement alternative. Under this method, the investment is recorded
at cost and is adjusted for any impairment or for observable price changes in orderly transactions for the identical or a similar investment
of the same issuer.
As of June 30, 2025, the Company has not identified any events
or changes in circumstances that would indicate impairment of the investment, nor has it observed any transactions requiring a remeasurement
of its carrying value. The investment is classified as a non-current asset on the balance sheet.
Note 12 – 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.
The following tables present certain financial information related to the
Company’s reportable segments and Corporate:
20
Schedule of financial information related to reportable segments
June 30, 2025
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Accounts receivable, net
$ 1,633,320
$ 2,030
$ 39,330
$ 52,431
$ 1,727,111
Prepaid expenses and other current assets
883,601
34,459
40,018
955,016
1,913,094
Property and equipment, net
2,761,350
570,652
1,637
4,500
3,338,139
Intangible assets, net
1,293,435
—
—
—
1,293,435
Goodwill
4,238,671
—
—
—
4,238,671
Operating lease right-of-use assets
525,416
—
—
—
525,416
Other assets
—
—
—
11,385,280
11,385,280
Total assets
$ 11,335,793
$ 607,141
$ 80,985
$ 12,397,227
$ 24,421,146
Accounts payable and accrued expenses
$ 364,894
$ 25,276
$ 81,990
$ 1,877,839
$ 2,349,999
Deferred revenue
227,204
—
—
—
227,204
Deferred tax liability
—
—
—
39,031
39,031
Operating lease liabilities
574,182
—
—
—
574,182
Total liabilities
$ 2,004,632
$ 25,276
$ 81,990
$ 1,078,518
$ 3,190,416
December 31, 2024
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Accounts receivable, net
$ 2,166,440
$ —
$ 59,018
$ —
$ 2,225,458
Prepaid expenses and other current assets
678,123
62,842
25,056
93,481
859,502
Property and equipment, net
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
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
Finance leases payable
17,641
—
—
—
17,641
Finance leases payable related party
33,879
—
—
—
33,879
Operating lease liabilities
621,930
—
—
—
621,930
Total liabilities
$ 3,400,279
$ 80,348
$ 78,654
$ 548,969
$ 4,108,250
Three Months Ended June 30, 2025
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Sales
$ 4,815,516
$ —
$ 331,406
$ —
$ 5,146,922
Cost of sales
2,333,386
87,012
189,770
—
2,610,168
Gross profit
2,482,130
( 87,012 )
141,636
—
2,536,754
Selling, general and administrative
1,886,354
357,123
151,818
937,126
3,332,421
Income (loss) from operations
$ 595,776
$ ( 444,135 )
$ ( 10,182 )
$ ( 937,126 )
$ ( 795,667 )
21
Three Months Ended June 30, 2024
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Sales
$ 4,617,445
$ —
$ 293,047
$ —
$ 4,910,492
Cost of sales
2,345,385
—
157,214
—
2,502,599
Gross profit
2,272,060
—
135,833
—
2,407,893
Selling, general and administrative
1,739,626
—
160,255
896,798
2,796,679
Income (loss) from operations
$ 532,434
$ —
$ ( 24,422 )
$ ( 896,798 )
$ ( 388,786 )
Six Months Ended June 30, 2025
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Sales
$ 12,586,528
$ —
$ 644,150
$ —
$ 13,230,678
Cost of sales
7,300,123
172,168
361,737
—
7,834,028
Gross profit
5,286,405
( 172,168 )
282,413
—
5,396,650
Selling, general and administrative
3,611,029
727,938
299,839
1,646,020
6,284,826
Income (loss) from operations
$ 1,675,376
$ ( 900,106 )
$ ( 17,426 )
$ ( 1,646,020 )
$ ( 888,176 )
Six Months Ended June 30, 2024
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Sales
$ 12,572,403
$ —
$ 573,836
$ —
$ 13,146,239
Cost of sales
7,448,020
—
323,854
—
7,771,874
Gross profit
5,124,383
—
249,982
—
5,374,365
Selling, general and administrative
3,666,317
—
337,345
1,545,694
5,549,356
Income (loss) from operations
$ 1,458,066
$ —
$ ( 87,363 )
$ ( 1,545,694 )
$ ( 174,991 )
Note 13 - 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 other than the following.
On July 11, 2025, the Company
entered into a unit purchase agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell its cloud solutions
business (the “Business”), which consists of the operations of its CloudFirst Technologies Corporation and CloudFirst Europe
Ltd. subsidiaries. If consummated, the transaction represents a strategic shift in the Company’s operations.
Pursuant to the Purchase
Agreement, the assets of the Business will be contributed to a new wholly-owned subsidiary, DTST Sub, LLC (“NewCo”), and the
purchaser will acquire all of the outstanding units of NewCo for a purchase price of approximately $ 40 million in cash, subject to certain
adjustments. The purchase price is subject to a $ 1.5 million escrow amount and adjustments for closing date debt and net working capital.
The transaction is subject to customary closing conditions, including shareholder approval. As of June 30, 2025, the Company recorded $ 838,352 of costs related
to the potential transaction as deferred transaction costs, a component of prepaid and other expenses in the condensed consolidated balance
sheets.
As of June 30, 2025, the
transaction did not meet all the criteria for held-for-sale classification under ASC 360, primarily because the required shareholder approval
had not yet been obtained. Accordingly, the assets and liabilities of the Business remain classified as held and used within their respective
line items on the Condensed Consolidated Financial Statements for all periods presented.
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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
acquired in 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.
DSC, through its subsidiary CloudFirst, expanded
into the UK and European markets in October 2024 as part of DSC’s 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
Recent Developments
On July 11, 2025, the Company
entered into a unit purchase agreement (the “Purchase Agreement”) pursuant to which it agreed to sell its cloud solutions
business (the “Business”), which consists of the operations of its CloudFirst Technologies Corporation and CloudFirst Europe
Ltd. subsidiaries (the “Divestiture”). The Divestiture represents a strategic shift in the Company’s operations, assuming
the Company’s shareholders approve the Divestiture at the Company’s annual meeting of shareholders currently scheduled for
September 10, 2025 (the “2025 Annual Meeting”), and thereafter that the Divestiture is consummated.
Pursuant to the Purchase
Agreement, the assets of the Business will be contributed to a new wholly-owned subsidiary, DTST Sub, LLC (“NewCo”), and the
purchaser will acquire all of the outstanding units of NewCo for a purchase price of approximately $40 million in cash, subject to certain
adjustments. The closing of the Divestiture is subject to customary closing conditions, including that the Company’s shareholders
approve the Divestiture at the 2025 Annual Meeting (the “Shareholder Approval”).
As of June 30, 2025, the
Divestiture did not meet all the criteria for held-for-sale classification under ASC 360, primarily because the required Shareholder Approval
had not yet been obtained. Accordingly, the assets and liabilities of the Business remain classified as held and used within their respective
line items on the Condensed Consolidated Financial Statements for all periods presented.
In light of a negotiated
non-compete provision in the Purchase Agreement, if the transactions contemplated by the Purchase Agreement are consummated, DSC will
not pursue opportunities that overlap with the cloud infrastructure or managed services sectors involving the Business. Following the
planned sale of our cloud solutions business, assuming Shareholder Approval is obtained and the Divestiture is consummated, our continuing
operations will consist of our Nexxis subsidiary, which provides VoIP, telecommunications and data access. The Business to be divested
has historically constituted the significant majority of the Company’s consolidated operations. For the six months ended June 30,
2025, the Business represented approximately 95% of the Company’s total revenue and was the primary driver of its gross profit and
operating cash flow. Following consummation of the Divestiture, the Company’s continuing operations will be substantially smaller.
As a result, management will be required to evaluate and implement a revised strategic plan and potentially rationalize ongoing corporate
costs to align its expense structure with the size and scope of the remaining business. Following the Divestiture, DSC intends to pursue
acquisitions of companies in complementary and high-growth technology sectors, in addition to the growth of Nexxis.
RESULTS OF OPERATIONS
Three months ended June 30, 2025, as compared to
June 30, 2024
Sales and Gross Profit
Three Months Ended June 30,
$ Increase/
% Increase/
2025
2024
(Decrease)
(Decrease)
Cloud infrastructure & disaster recovery
$
3,358,941
$
3,165,716
$
193,225
6.1
%
Equipment and software
687,321
782,303
(94,982
)
(12.1
)%
Managed services
738,860
642,518
96,342
15.0
%
Nexxis VoIP services
323,620
275,830
47,790
17.3
%
Other
38,180
44,125
(5,945
)
(13.8
)%
Total Sales
$
5,146,922
$
4,910,492
$
236,430
4.8
%
Total Sales. For the three months ended June
30, 2025, total sales increased by $236,430, or 4.8%, compared to the three months ended June 30, 2024. The increase was primarily driven
by continued growth in our subscription-based services. Cloud Infrastructure & disaster recovery revenue increased by $193,225 or
6.1%, due to the addition of new subscription clients and expanded services for existing clients. Nexxis VoIP services also contributed
significantly, with an increase of $47,790 or 17.3%, reflecting successful sales initiatives. This growth was partially offset by a decrease
in equipment and software sales of $94,982, or 12.1%, which is primarily attributable to, non-recurring equipment sales in the prior year
period and a strategic shift towards subscription services.
Cost of Sales and Gross Profit. Cost of sales
for the three months ended June 30, 2025, increased by $107,569, or 4.3%, from the prior year period. This increase was consistent with
the overall growth in sales and also reflects our investment in the newly established U.K. entity, which is contributing to higher cost
of sales as operations ramp up. Gross profit margin remained stable at 49.3% for the three months ended June 30, 2025, compared to 49.0%
in the prior year period. The slight margin improvement was due to a favorable revenue mix, with a higher proportion of sales coming from
higher-margin cloud infrastructure services.
24
Selling, general and administrative expenses
Three Months Ended
June 30,
2025
2024
$ Increase/ (Decrease)
% Increase/ (Decrease)
Salaries and director fees
$ 1,368,479
$ 1,111,414
$ 257,065
23.1 %
Stock based compensation
412,580
207,847
204,733
98.5 %
Professional fees
408,467
493,986
(85,519 )
(17.3 )%
Software as a service
53,282
60,409
(7,127 )
(11.8 )%
Advertising
308,901
249,147
59,754
24.0 %
Commissions
382,069
298,970
83,099
27.8 %
Depreciation and amortization
71,160
71,367
(207 )
(0.3 )%
Travel and entertainment
116,002
130,436
(14,434 )
(11.1 )%
Rent and occupancy
34,644
84,835
(50,191 )
(59.2 )%
Insurance
30,873
32,070
(1,197 )
(3.7 )%
Other
145,964
56,198
89,766
159.7 %
Selling, general and administrative expenses
$ 3,332,421
$ 2,796,679
$ 535,742
19.2 %
Selling, general and administrative expenses.
For the three months ended June 30, 2025, selling, general and administrative expenses increased $535,742, or 19.2%, as compared to the
three months ended June 30, 2024. The increase was primarily driven by a $257,065, or 23.1%, increase in salaries and director fees and
a $204,733, or 98.5%, increase in non-cash stock-based compensation. The increase in salaries is attributable to an increase in headcount
to support our growth initiatives in the UK and in the US, and annual merit-based salary adjustments. The increase in stock-based compensation
reflects new equity awards granted to the Board and to key employees and directors in the current period. Also contributing was an increase
in commissions associated with increased revenues. These increases were partially offset by lower professional fees and occupancy costs
compared to the prior period when we were in the process of transitioning our principal office location.
Loss from operations. Loss from operations
was $795,667 for the three months ended June 30, 2025, compared to a loss of $388,786 in the prior year period. The increased loss was
primarily due to the growth in selling, general and administrative expenses, including costs related to our investment in the newly established
U.K. entity, which is incurring expenses as operations ramp up..
Other Income (Expense) and Net Loss. Total
other income was $63,704 for the three months ended June 30, 2025, compared to $142,181 in the prior year period. The decrease was primarily
due to lower interest income, which resulted from lower average balances of marketable securities during the period. As a result of the
increased loss from operations and lower other income, net loss attributable to common stockholders was $733,049 for the three months
ended June 30, 2025, compared to a net loss of $244,240 for the same period in 2024.
Six months ended June 30, 2025, as compared to
June 30, 2024
Sales and Gross Profit
Six Months Ended June 30,
2025
2024
$ Inc (Dec)
% Inc (Dec)
Cloud Infrastructure & disaster recovery
$ 6,718,019
$ 6,118,611
$ 599,408
9.8 %
Equipment and software
4,252,240
4,866,950
(614,710 )
(12.6 )%
Managed services
1,550,766
1,485,925
64,841
4.4 %
Nexxis VoIP services
631,436
552,297
79,139
14.3 %
Other
72,218
122,456
(44,238 )
(36.1 )%
Total Sales
$ 13,230,678
$ 13,146,239
$ 84,439
0.6 %
25
Total Sales. For the six months ended June
30, 2025, total sales increased $84,439, or 0.6%, compared to the six months ended June 30, 2024. The relative stability in total sales
was the result of a significant shift in our revenue mix. Growth was primarily driven by a $599,408, or 9.8%, increase in our core cloud
infrastructure and disaster recovery services and $79,139, or 14.3%, increase in Nexxis VoIP services. This growth was largely offset
by a $614,710, or 12.6%, decrease in equipment and software sales, which is primarily attributable to large, non-recurring equipment sales
in the prior year period.
Cost of Sales and Gross Profit. Cost of sales for the six months ended June 30, 2025, increased by $62,154,
or 0.8%, from the prior year period. Gross profit margin remained consistent at 40.8% for both periods. The favorable impact from a revenue
mix shift towards our higher margin cloud and VoIP services was offset by lower gross margins on equipment and software sales during the
current period compared to the prior year.
Selling, general and administrative expenses
Six Months Ended June 30,
2025
2024
$ Inc (Dec)
% Inc (Dec)
Salaries and director fees
$ 2,816,411
$ 2,296,477
$ 519,934
22.6 %
Stock based compensation
638,844
379,172
259,672
68.5 %
Professional fees
806,798
750,569
56,229
7.5 %
Software as a service
130,445
121,305
9,140
7.5 %
Advertising
524,142
481,387
42,755
8.9 %
Commissions
708,000
713,553
(5,553 )
(0.8 )%
Depreciation and amortization
141,979
143,495
(1,516 )
(1.1 )%
Travel and entertainment
192,419
204,005
(11,586 )
(5.7 )%
Rent and occupancy
68,839
144,523
(75,684 )
(52.4 )%
Insurance
63,549
63,866
(317 )
(0.5 )%
Other
193,400
251,004
(57,604 )
(22.9 )%
Total Expenses
$ 6,284,826
$ 5,549,356
$ 735,470
13.3 %
Selling, general and administrative
expenses. For the six months ended June 30, 2025, selling, general and administrative expenses increased $735,470, or 13.3%, as compared
to the six months ended June 30, 2024. The increase was primarily driven by a $519,934, or 22.6%, increase in salaries and director fees
and a $259,672, or 68.5%, increase in non-cash stock-based compensation. The rise in salaries is attributable to an increase in headcount
to support our growth initiatives in the UK and in the US, and annual merit-based salary adjustments. The increase in stock-based compensation
reflects new equity awards granted in 2025, many of which have shorter vesting periods than prior year grants, resulting in accelerated
expense recognition. and the full period effect of awards granted in 2024. These increases were partially offset by a $75,684, or 52.4%,
decrease in rent and occupancy expense compared to the prior period when we were in the process of transitioning our principal office
location.
Loss from operations.
Loss from operations was $888,176 for the six months ended June 30, 2025, compared to a loss of $174,991 in the prior year period. The
increased loss was primarily due to the increase in selling, general and administrative expenses, including costs related to our investment
in the newly established U.K. entity, which is incurring expenses as operations ramp up.
Other Income (Expense) and
Net Loss. Total other income was $182,601 for the six months ended June 30, 2025, compared to $274,290 in the prior year period.
The decrease was primarily due to lower interest income, which resulted from lower average balances of marketable securities during the
current period. As a result of the significant increase in loss from operations, net loss attributable to common stockholders was $708,971
for the six months ended June 30, 2025, compared to net income of $112,862 for the same period in 2024.
26
LIQUIDITY AND CAPITAL RESOURCES
Sale of CloudFirst Businesses
Subsequent to the end of the quarter ended June 30, 2025, on July 11, 2025, the Company
entered into a definitive agreement to sell its cloud solutions business (the “Divestiture”), which consists of its CloudFirst
and CloudFirst UK segments, for a purchase price of $40 million. The closing of the Divestiture is subject to Shareholder Approval, for
which a vote is expected to be held in the third quarter of 2025 at the 2025 Annual Meeting, as well as other customary conditions.
If the Shareholder Approval
is obtained and the Divestiture is consummated, the Company expects to receive net cash proceeds of approximately $24 million, which
includes transaction costs, and estimated taxes, but will be adjusted pursuant to closing adjustments, including working capital adjustment.
This significant influx of cash would fundamentally alter the Company’s liquidity and capital resources. Management intends to
use a substantial portion of the net proceeds to return capital to shareholders, with the remainder available for strategic investments
in our continuing operations and other corporate purposes. We believe that our current cash and marketable securities, combined with
the anticipated proceeds from the sale, will be more than sufficient to fund our operations and strategic initiatives for the foreseeable
future.
Overview of Liquidity
and Cash Flows
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.
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 condensed consolidated financial statements, 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 $11,240,402 on June 30, 2025, decreasing by $629,512 from $11,869,914 at December 31, 2024. The decrease is primarily attributable
to a decrease in the Company’s cash, marketable securities and accounts receivable, which was offset, in part, by an increase in
prepaid expenses and other current assets and lower accounts payable and accrued expenses.
Cash Flows for the six months ended June 30, 2025,
as compared to June 30, 2024
The following table summarizes
the Company’s cash flows:
27
Cash Flow Summary
Six Months Ended June 30,
2025
2024
Cash provided by (used in) operating activities
$ (727,487 )
$ 354,791
Cash used in investing activities
272,016
(798,381 )
Cash used in financing activities
(13,253 )
(205,154 )
Effect of exchange rate changes on cash
9,950
—
Decrease in cash
(458,774 )
(648,744 )
Cash, beginning of period
1,070,097
1,428,730
Cash, end of period
$ 611,323
$ 779,986
Operating activities
The change in cash used in
operating activities for the six months ended June 30, 2025, compared to the same period in 2024 was primarily driven by the net loss
for the 2025 period of $705,575, compared to net income of $99,299 in the prior year period. Although the net loss was offset by $1.4
million of non-cash items, such as depreciation and amortization ($0.7) million and stock-based compensation ($0.6) million, an increase
in working capital negatively impacted the company’s cash flows from operations. The increase in working capital was primarily related
to expenses totaling $838,252 for deferred transaction fees related to the Divestiture.
Investing activities
The change in cash flows
from investing activities was primarily due to net sales of marketable securities of $750,827 during the current period to fund operations,
compared to net purchases in the prior year. This was partially offset by capital expenditures of $478,811 in the six months ended June
30, 2025, compared to $902,574 for the six-month ended June 30, 2024. The decrease in year over year capital spending reflects a higher
pace of building-out cloud infrastructure in the prior year.
Financing activities
Cash
used in financing activities for the six months ended June 30, 2025, represents $51,000 of
payments made under finance lease agreements, primarily for leased capital equipment. For the six months ended June 30, 2025, finance
lease payments were offset by $38,249 of proceeds from stock option exercises. Cash used in financing activities was lower than the same
period in the prior year due to lower repayments of finance lease obligations, as all finance leases were paid in full during the first
quarter of 2025.
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.”
28
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.
The following tables show our reconciliation of income (loss) before income
taxes to adjusted EBITDA for the three and six months ended June 30, 2025, and 2024:
Three Months Ended June 30, 2025
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Income (loss) before income taxes
$ 556,213
$ (444,135 )
$ (10,182 )
$ (833,859 )
$ (731,963 )
Non-GAAP adjustments:
Depreciation and amortization
317,306
32,647
211
357
350,521
Interest income
—
—
—
(103,267 )
(103,267 )
Interest expense
16,236
—
—
—
16,236
Other expense
23,327
—
—
—
23,327
Stock based compensation
81,167
—
6,572
324,840
412,579
Adjusted EBITDA
$ 994,249
$ (411,488 )
$ (3,399 )
$ (611,929 )
$ (32,567 )
Three Months Ended June 30, 2024
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Income (loss) before income taxes
$ 522,174
$ —
$ (24,422 )
$ (744,357 )
$ (246,605 )
Non-GAAP adjustments:
Depreciation and amortization
338,908
—
422
192
339,522
Interest income
—
—
—
(152,441 )
(152,441 )
Interest expense
10,260
—
—
—
10,260
Other expense
—
—
—
—
—
Stock based compensation
89,819
—
13,387
109,651
212,857
Adjusted EBITDA
$ 961,161
$ —
$ (10,613 )
$ (786,955 )
$ 163,593
29
Six Months Ended June 30, 2025
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Income (loss) before income taxes
$ 1,633,804
$ (900,106 )
$ (17,426 )
$ (1,421,847 )
$ (705,575 )
Non-GAAP adjustments:
Depreciation and amortization
650,920
61,882
420
677
713,899
Interest income
—
—
—
(224,173 )
(224,173 )
Interest expense
18,245
—
—
—
18,245
Other expense
23,327
—
—
—
23,327
Stock based compensation
170,832
—
13,001
455,011
638,844
Adjusted EBITDA
$ 2,497,128
$ (838,224 )
$ (4,005 )
$ (1,190,332 )
$ 464,567
Six Months Ended June 30, 2024
CloudFirst Technologies
CloudFirst Europe Ltd.
Nexxis Inc.
Corporate
Total
Income (loss) before income taxes
$ 1,436,546
$ —
$ (87,363 )
$ (1,249,884 )
$ 99,299
Non-GAAP adjustments:
Depreciation and amortization
633,701
—
422
386
634,509
Interest income
—
—
—
(295,810 )
(295,810 )
Interest expense
21,520
—
—
—
21,520
Other expense
—
—
—
—
—
Stock based compensation
142,788
—
13,387
221,336
377,511
Adjusted EBITDA
$ 2,234,555
$ —
$ (73,554 )
$ (1,323,972 )
$ 837,029
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 June 30, 2025.
30
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.
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 June 30, 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 recorded a net loss attributable to common shareholders of $708,971 for the six months
ended June 30, 2025, and net income attributable to common shareholders of $523,214 for the year ended December 31, 2024. As of June 30,
2025, the Company had cash of $611,323, marketable securities of $10,510,179, and working capital of $12,078,754. 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.
31
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.
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, the Company 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. 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.
32
The pendency of the Divestiture may adversely
affect DSC’s business, financial condition and results of operations.
Uncertainty about the effect of the Divestiture on
employees, customers and other parties, may have an adverse effect on DSC’s business, financial condition and results of operations,
regardless of whether the Divestiture is completed, and may have an adverse effect on DSC’s business, financial condition and results
of operations if the Divestiture is completed. These risks include the following, all of which could be exacerbated by a delay in the
completion of the Divestiture:
· the impairment of our ability to attract, retain and motivate current and prospective employees, including
key personnel;
· the diversion of significant time and resources of DSC’s management;
· difficulties maintaining relationships with DSC’s customers and other business partners;
· delays or deferments of certain business decisions by DSC’s customers and other business partners;
· DSC’s inability to pursue alternative business opportunities or make appropriate changes to the
Business because of requirements in the Purchase Agreement that it conduct the Business in all material respects in the ordinary course
of business consistent with past practice and not engage in certain activities prior to the completion of the Divestiture;
· any litigation concerning the Divestiture and related costs; and
· the incurrence of significant costs, expenses and fees for professional services and other transaction
costs in connection with the Divestiture.
Failure to consummate the Divestiture within
the expected timeframe or at all could have a material adverse impact on DSC’s business, financial condition and results of operations.
There can be no assurance that the Divestiture will
occur within the expected timeframe or at all. Consummation of the Divestiture is subject to specified conditions, including:
· the accuracy of the representations and warranties of the parties and compliance by the parties with their
respective obligations under the Purchase Agreement, in each case subject to certain materiality qualifiers;
· DSC’s receipt of shareholder approval;
· the absence of any law or order in effect that prevents, makes unlawful or prohibits the consummation
of the Divestiture;
· the absence of any material adverse effect on CloudFirst Delaware and DSC, taken as a whole, or the Business,
in each case subject to certain exceptions; and
· the acceptance of employment from the Purchaser or its affiliates by 85% of the employees of the Business,
including the Key Employees.
DSC cannot provide any assurances that these conditions
will be satisfied in a timely manner or at all or that the Divestiture will occur. For additional information regarding the specified
conditions to the closing of the Divestiture, see the section of the definitive proxy statement on Schedule 14A filed by the Company with
the SEC on August 7, 2025 (the “2025 Proxy Statement”) entitled “ The Divestiture—General Description of the
Divestiture and the Purchase Agreement—Conditions to the Closing of the Divestiture .” In addition, the Purchase Agreement
contains certain termination rights and, in certain circumstances, termination fees. For additional information regarding these termination
rights and fees, see the sections of the 2025 Proxy Statement entitled “ The Divestiture—General Description of the Divestiture
and the Purchase Agreement—Termination Rights; and “—Termination Fees. ” The occurrence of any event that
could give rise to termination of the Purchase Agreement could delay or prevent the Divestiture from occurring at all.
33
The Purchase Agreement limits DSC’s ability
to pursue alternatives to the Divestiture.
The Purchase Agreement contains provisions that make
it more difficult for DSC to sell its assets or engage in another type of acquisition transaction with a party other than the Purchaser.
These provisions include a non-solicitation provision, which generally prohibits DSC’s solicitation of third-party proposals relating
to an acquisition (an “Acquisition Proposal”) and restricts its ability to furnish non-public information to, or participate
in any discussions or negotiations with, any third party with respect to any Acquisition Proposal, subject to certain limited exceptions.
In addition, the Purchaser has an opportunity to modify the terms of the Divestiture in response to any competing acquisition proposals
before the Board may withdraw or change its recommendation with respect to the Divestiture. Upon the termination of the Purchase Agreement
to pursue an alternate transaction, including in connection with a “superior proposal,” DSC will be required to pay $1,200,000
as a termination fee. These provisions could discourage a potential third-party acquirer from considering or proposing an acquisition
transaction, even if such potential third party acquirer would be prepared to pay a higher price than what would be received in the Divestiture,
or propose to acquire DSC’s entire company. These provisions might also result in a potential third-party acquirer proposing to
pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable.
If the Purchase Agreement is terminated and DSC determines to seek another purchaser, it may not be able to negotiate a transaction with
another party on terms at least comparable to the terms of the Divestiture.
DSC may be the target of securities class action
and derivative lawsuits which could result in substantial costs and may delay or prevent the Divestiture from being completed.
Securities class action lawsuits and derivative lawsuits
are often brought against companies that have entered into agreements similar to the Divestiture involving a sale of a line of business
or other business combinations. In addition, DSC may be subject to private actions, collective actions, investigations, and various other
legal proceedings by shareholders, customers, employees, competitors, government agencies, or others. Even if the lawsuits are without
merit, defending against these claims can result in substantial costs, damage to DSC’s reputation, and divert significant amounts
of management time and resources. If any of these legal proceedings were to be determined adversely to DSC, or DSC were to enter into
a settlement arrangement, it could be exposed to monetary damages or limits on its ability to operate its business, which could have an
adverse effect on DSC’s business, liquidity financial condition, and operating results. Additionally, if a plaintiff is successful
in obtaining an injunction prohibiting the closing of the Divestiture, then that injunction may delay or prevent the Divestiture from
being consummated, which may adversely affect DSC’s business, financial position and results of operation. As of the date of the
2025 Proxy Statement, DSC was not aware of any securities class action lawsuits or derivative lawsuits having been filed in connection
with the Divestiture.
34
DSC’s executive officers and non-employee
directors may have interests in the Divestiture that may differ from, or are in addition to, the interests of DSC’s shareholders.
DSC’s executive officers and non-employee directors
may have interests in the Divestiture that may be different from, in addition to, or in conflict with, the interests of its shareholders.
These interests and arrangements may create potential conflicts of interest. For example, as a condition to the closing of the Divestiture,
Harold Schwartz, DSC’s President, must accept an offer of employment with NewCo or its affiliates. For more information, see the
section of the 2025 Proxy Statement titled “ The Divestiture — Interests of Certain Persons in the Divestiture. ”
The Board was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the
Purchase Agreement and in recommending that DSC’s shareholders vote to approve the Divestiture Proposal.
DSC has incurred and will continue to incur
significant expenses in connection with the Divestiture, regardless of whether the Divestiture is completed.
DSC has incurred and will continue to incur significant
expenses related to the Divestiture. These expenses include, but are not limited to, financial advisory and opinion fees and expenses,
legal fees, accounting fees and expenses, certain employee expenses, consulting fees, filing fees, printing expenses and other related
fees and expenses. Many of these expenses will be payable by DSC regardless of whether the Divestiture is completed.
Failure to complete the Divestiture could cause
DSC’s stock price to decline.
The failure to complete the Divestiture may create
doubt as to the value of the Business and about DSC’s ability to effectively implement its current business strategies and/or a
strategic transaction, which may result in a decline in DSC’s stock price.
The Divestiture may be a Fundamental Transaction
under certain outstanding warrants which may trigger a payment requirement by us.
As of June 30, 2025, DSC has issued 2,415,860
warrants to purchase shares of Common Stock. The holders of warrants to purchase 1,031,250 shares of Common Stock issued in a
private placement offering consummated in July 2021 (the “July 2021 Warrants”), will be entitled at their option, within
30 days after the closing of the Divestiture, assuming the Divestiture is considered a Fundamental Transaction pursuant to the terms
of the July 2021 Warrants, to require DSC to purchase such warrants from the holder thereof by paying to such holder an amount of
cash equal to the Black Scholes Value, as such term is defined in the July 2021 Warrants, of the remaining unexercised portion of
its July 2021 Warrant on the date of the closing of the Divestiture.
35
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 June 30, 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 June 30, 2025.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information.
During the three months ended June 30, 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.
36
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.
37
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: August 14, 2025
By:
/ s/ Charles M. Piluso
Charles M. Piluso
Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 2025
By:
/s/ Chris H. Panagiotakos
Chris H. Panagiotakos
Chief Financial Officer
(Principal Financial and Accounting Officer)
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.