FINANCIAL STATEMENTS AND SUPPLEMENTARY
−Removed: to the Consolidated Financial Statements
+Added: Index to the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 0089)
Consolidated Balance Sheets as of December 31, 2025, and 2024
−Removed: Consolidated Statements of Income for the Years Ended December 31, 2024, and 2023
+Added: Consolidated Statements of Operations for the Years Ended December 31, 2025, and 2024
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, and 2024
−Removed: Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, and 2023
+Added: Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, and 2024
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, and 2024
1 unchanged sentence
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
−Removed: To the Board of Directors and
−Removed: Stockholders of Data Storage Corporation and Subsidiaries
+Added: To the Board of Directors and Stockholders of
+Added: Data Storage Corporation and Subsidiaries
Opinion on the Financial Statements
−Removed: We have audited the accompanying balance sheets of
−Removed: Data Storage Corporation and Subsidiaries (the Company) as of December 31, 2024 and 2023, and the related statements of income, comprehensive
−Removed: income, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
−Removed: as of December 31, 2024 and 2023 and the results of its operations and its cash flows for the years then ended, in conformity with accounting
−Removed: principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated
+Added: balance sheets of Data Storage Corporation and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the
+Added: related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each
+Added: of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial
+Added: statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the
+Added: Company as of December 31, 2025 and 2024 and the results of its operations and its cash flows for each of the two years in the
+Added: period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
−Removed: These financial statements are the responsibility
−Removed: of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
−Removed: required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and
−Removed: regulations of the Securities and Exchange Commission and the PCAOB.
+Added: These financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: We are a public accounting
+Added: firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent
+Added: with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities
+Added: and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards
16 unchanged sentences
Critical Audit Matters
−Removed: Critical audit matters
−Removed: are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to
−Removed: the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
−Removed: especially challenging, subjective, or complex judgments.
+Added: Critical audit matters are matters arising from the
+Added: current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that
+Added: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
+Added: or complex judgments.
We determined that there were no critical audit matters.
−Removed: To the Board of Directors and
−Removed: Stockholders of Data Storage Corporation and Subsidiaries
/s/ Rosenberg Rich Baker Berman, P.A.
We have served as the Company’s auditor since 2008.
−Removed: Somerset, New Jersey
−Removed: March 31, 2025
+Added: New York , New York
+Added: April 14, 2026
DATA STORAGE CORPORATION AND SUBSIDIARIES
3 unchanged sentences
Current Assets:
−Removed: Accounts receivable (less allowance for credit losses of $ 31,472 and $ 7,915 in 2024 and 2023, respectively)
+Added: Cash and cash equivalents
+Added: Accounts receivable, net of allowance for expected credit losses of $648 and $767 in 2025 and 2024, respectively
+Added: Escrow funds receivable
Marketable securities
Prepaid expenses and other current assets
+Added: Current assets of discontinued operations
Total current assets
−Removed: Property and Equipment:
−Removed: Property and equipment
−Removed: Less—Accumulated depreciation
−Removed: Net Property and Equipment
−Removed: Other Assets:
−Removed: Operating lease right-of-use assets
−Removed: Intangible assets, net
−Removed: Total Other Assets
−Removed: LIABILITIES AND STOCKHOLDERS’ DEFICIT
+Added: Property and equipment, net
+Added: Other long-term assets
+Added: Non-current assets of discontinued operations
+Added: LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses
−Removed: Deferred revenue
−Removed: Finance leases payable
−Removed: Finance leases payable related party
−Removed: Operating lease liabilities short term
+Added: Payable to purchaser of discontinued operations
+Added: Income taxes payable
+Added: Current liabilities of discontinued operations
Total current liabilities
−Removed: Operating lease liabilities
−Removed: Finance leases payable
−Removed: Finance leases payable related party
−Removed: Deferred Tax Liability
+Added: Deferred tax liability - non-current
+Added: Non-current liabilities of discontinued operations
Total long-term liabilities
4 unchanged sentences
10,000,000 shares authorized;
−Removed: 1,401,786 designated as Series A Preferred Stock, par value $ .001 ;
−Removed: 0 shares issued and outstanding on December 31, 2024 and 2023
+Added: 0 shares issued and outstanding at December 31, 2025 and 2024
Common stock, par value $ 0.001 ;
250,000,000 shares authorized;
−Removed: 7,045,108 and 6,880,460 shares issued and outstanding on December 31, 2024 and 2023, respectively
+Added: 7,792,267 and 7,045,108 shares issued and outstanding at December 31, 2025 and 2024, respectively
Additional paid-in capital
−Removed: Accumulated deficit
+Added: Retained earnings (accumulated deficit)
+Added: ( 18,982,589 )
Accumulated other comprehensive loss
5 unchanged sentences
DATA STORAGE CORPORATION AND SUBSIDIARIES
−Removed: STATEMENTS OF INCOME
−Removed: Ended December 31,
−Removed: general and administrative
+Added: CONSOLIDATED STATEMENTS OF OPERATIONS
+Added: Year Ended December 31,
+Added: Cost of sales
+Added: Selling, general and administrative
Loss from operations
−Removed: Income (Expense)
−Removed: Loss on disposal of equipment
−Removed: Total Other Income
−Removed: Income before provision for income taxes
−Removed: for income taxes
−Removed: in Non-controlling interest in consolidated subsidiary
−Removed: Income Attributable to Common Stockholders
−Removed: per Share – Basic
−Removed: per Share – Diluted
−Removed: Average Number of Shares – Basic
−Removed: Average Number of Shares – Diluted
+Added: ( 3,573,702 )
+Added: ( 3,313,119 )
+Added: Interest income
+Added: Loss from continuing operations before income taxes
+Added: ( 2,723,331 )
+Added: ( 2,720,300 )
+Added: (Benefit) provision for income taxes
+Added: ( 1,857,136 )
+Added: Loss from continuing operations, net of tax
+Added: ( 2,759,331 )
+Added: (Loss) income from discontinued operations, net of tax
+Added: Gain on sale of discontinued operation, net of tax
+Added: Income from discontinued operations, net of tax
+Added: (Income) loss in non-controlling interest of consolidated subsidiary
+Added: Net income attributable to common stockholders
+Added: Loss per share from continuing operations –
+Added: Loss per share from continuing operations – diluted
+Added: Earnings per share from discontinued operations – basic
+Added: Earnings per share from discontinued operations – diluted
+Added: Earnings per share attributable to common stockholders – basic
+Added: Earnings per share attributable to common stockholders – diluted
+Added: Weighted average number of shares – basic
+Added: Weighted average number of shares – diluted
The accompanying notes are an integral part of these consolidated Financial Statements.
DATA STORAGE CORPORATION AND SUBSIDIARIES
−Removed: Statements of Comprehensive INCOME
−Removed: ended December 31,
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
+Added: Year ended December 31,
Other comprehensive income (loss):
1 unchanged sentence
Other comprehensive income (loss)
−Removed: Comprehensive income available to common shareholders
−Removed: See accompanying notes to consolidated financial statements.
+Added: Comprehensive income
+Added: The accompanying notes are an integral part of these
+Added: consolidated Financial Statements.
DATA STORAGE CORPORATION AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
+Added: CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024
Preferred Stock
−Removed: Additional Paid-in Capital
−Removed: Accumulated Deficit
−Removed: Accumulated other comprehensive loss
−Removed: Non-Controlling Interest
−Removed: Total Stockholders’ Equity
+Added: Additional Paid-in
+Added: Retained Earnings (Accumulated
+Added: Accumulated other comprehensive
+Added: Non- Controlling
+Added: Total Stockholders’
+Added: income (loss)
Balance January 1, 2024
−Removed: $ ( 19,887,378 )
−Removed: $ ( 154,689 )
Stock options exercised
Stock-based compensation
+Added: Other comprehensive loss
Net income (loss)
Balance, December 31, 2024
−Removed: $ ( 19,505,803 )
−Removed: $ ( 236,948 )
Stock options exercised
Stock-based compensation
−Removed: Other comprehensive loss
−Removed: Net Income (Loss)
+Added: Reclassification of warrant to liability
+Added: Reclassification of warrant liability to equity
+Added: Other comprehensive income
Balance, December 31, 2025
−Removed: $ ( 18,982,589 )
−Removed: $ ( 247,090 )
−Removed: The accompanying notes are an integral part of these consolidated Financial Statements.
+Added: The accompanying notes are an integral part of these
+Added: consolidated Financial Statements.
DATA STORAGE CORPORATION AND SUBSIDIARIES
2 unchanged sentences
Cash Flows from Operating Activities:
−Removed: Adjustments to reconcile net income to net cash provided by operating activities:
+Added: Loss from continuing operations, net of tax
+Added: Net income from discontinued operations, net of tax
+Added: Adjustments to reconcile net income to net cash (used in) provided by operating activities:
+Added: Gain on sale of discontinued operations, net of tax
Depreciation and amortization
Stock based compensation
−Removed: Change in expected credit losses
−Removed: Loss on disposal of equipment
+Added: Deferred taxes
+Added: Provision for credit losses
Changes in Assets and Liabilities:
Accounts receivable
−Removed: Prepaid expenses and other current assets
−Removed: Right of use asset
+Added: Prepaid expenses and other assets
Accounts payable and accrued expenses
−Removed: Deferred revenue
−Removed: Deferred tax liability
−Removed: Operating lease liability
−Removed: Net Cash Provided by Operating Activities
+Added: Income taxes payable
+Added: Changes in assets and liabilities of discontinued operations
+Added: Net cash (used in) provided by operating activities
Cash Flows from Investing Activities:
Capital expenditures
+Added: Net proceeds from sale of discontinued operation
Purchase of marketable securities
Sale of marketable securities
−Removed: Net Cash Used in Investing Activities
+Added: Equity investment
+Added: Cash used in investing activities of discontinued operations
+Added: Net cash provided by (used in) investing activities
Cash Flows from Financing Activities:
−Removed: Repayments of finance lease obligations related party
−Removed: Repayments of finance lease obligations
−Removed: Cash received for the exercise of stock options
+Added: Cash settlement of warrants
+Added: Costs paid in connection with tender offer and other
+Added: Proceeds from stock option exercises
+Added: Cash used in financing activities of discontinued operations
Net cash used in financing activities
Effect of exchange rates on cash
−Removed: Decrease in Cash
−Removed: Cash, Beginning of Year
−Removed: Cash, End of Year
−Removed: Supplemental Disclosures:
+Added: Increase (decrease) in cash and cash equivalents
+Added: Cash and cash equivalents, beginning of year
+Added: Cash and cash equivalents, end of year
+Added: Reconciliation to consolidated balance sheets:
+Added: Cash and cash equivalents
+Added: Escrow funds receivable
+Added: Cash, cash equivalents, and restricted cash
+Added: Supplemental cash flow disclosures:
Cash paid for interest
1 unchanged sentence
Non-cash investing and financing activities:
−Removed: Assets acquired by operating lease
+Added: Reclassification of warrants from equity to liability
+Added: Tender offer costs included in accounts payable and accrued expenses
+Added: Assets acquired by operating lease related to discontinued operations
The accompanying notes are an integral part of these consolidated Financial Statements.
4 unchanged sentences
Note 1 – Basis of Presentation, Organization and Other Matters
−Removed: Data Storage Corporation (“DSC” or the
−Removed: “Company”) provides subscription based, long term agreements for disaster recovery solutions, cloud infrastructure, Cyber
−Removed: Security and Voice and Data solutions.
−Removed: Headquartered in Melville, NY, DSC offers solutions
−Removed: and services to businesses within the healthcare, banking and finance, distribution services, manufacturing, construction, education,
−Removed: and government industries.
−Removed: DSC derives its revenues from subscription services and solutions, managed services, software and maintenance,
−Removed: equipment and onboarding provisioning.
−Removed: DSC maintains infrastructure and storage equipment in six technical centers in New York, Massachusetts,
−Removed: Texas, North Carolina and Canada.
−Removed: On May 31, 2021, the Company completed a merger of
−Removed: Flagship Solutions, LLC (“Flagship”) (a Florida limited liability company) and the Company’s wholly-owned subsidiary,
−Removed: Data Storage FL, LLC.
−Removed: Flagship is a provider of Hybrid Cloud solutions, managed services and cloud solutions.
−Removed: On January 1, 2024, Flagship
−Removed: Solutions, LLC was consolidated into the Company’s wholly-owned subsidiary, CloudFirst Technologies Corporation.
−Removed: On January 27, 2022, the Company formed Information Technology
−Removed: Acquisition Corporation a special purpose acquisition company for the purpose of entering into a merger, capital stock exchange,
−Removed: asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
−Removed: On August 12, 2024, the Company established UK Cloud
−Removed: Host Technologies Ltd., a corporation organized under the laws of the United Kingdom, to establish an executive presence in London and
−Removed: to manage the Company’s business operations and affairs throughout Europe.
−Removed: On December 27, 2024, the name of the entity was changed
−Removed: to CloudFirst Europe Ltd.
+Added: Headquartered in New York, NY, Data Storage Corporation
+Added: (“DSC” or the “Company”) is focused on strategic investments and supporting businesses in high-growth technology
+Added: sectors, including, but not limited to, GPU IaaS, AI-driven software applications, cybersecurity and telecommunications.
+Added: On July 11, 2025, the Company entered into a definitive
+Added: agreement to sell its cloud solutions business, comprised of substantially all of the assets held by CloudFirst Technologies Corporation
+Added: (the “Cloud Solutions Business”).
+Added: The sale was approved by shareholders on September 10, 2025, and the transaction officially
+Added: closed on September 11, 2025.
+Added: As described in Note 3, the Cloud Solutions Business
+Added: has been classified as a discontinued operation.
+Added: The Company’s continuing operations consist of the operations of its Nexxis Inc.
+Added: (“Nexxis”) subsidiary, which provides voice and data telecommunications solutions.
+Added: Unless otherwise noted, the following footnotes
+Added: pertain to the Company’s continuing operations.
Note 2 – Summary of Significant Accounting Policies
1 unchanged sentence
The Consolidated Financial Statements include the
−Removed: accounts of the Company and its wholly-owned subsidiaries, (i) CloudFirst Technologies Corporation, a Delaware corporation (“CloudFirst
−Removed: Technologies”), (ii) Information Technology Acquisition Corporation, a Delaware corporation, (iii) its majority-owned subsidiary,
−Removed: Nexxis Inc, a Nevada corporation and (iv) CloudFirst Europe Ltd..
−Removed: All inter-company transactions and balances have been eliminated in
−Removed: consolidation.
−Removed: Reclassifications
−Removed: Certain prior year amounts in the Consolidated Financial
−Removed: Statements and the notes thereto have been reclassified where necessary to conform to the current year’s presentation.
−Removed: These reclassifications
−Removed: did not affect the prior period’s total assets, total liabilities, stockholders’ equity, net income, or net cash provided
−Removed: by operating activities.
−Removed: During the year ended December 31, 2024, the Company reclassified disaggregated revenue and had a change in presentation
−Removed: on its Consolidated Financial Statements in order to present segments in line with how its Chief Operating Decision Maker (“CODM”)
−Removed: evaluates performance of each segment.
−Removed: Prior periods have been revised to reflect this change in the presentation.
−Removed: Recently Issued and Newly Adopted Accounting Pronouncements
−Removed: In March 2023, the FASB issued ASU
−Removed: 2023-01, “Leases (Topic 842):
−Removed: Common Control Arrangements.” The new accounting rules require that leasehold improvements associated
−Removed: with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless
−Removed: of the lease term) as long as the lessee controls the use of the underlying asset (the leased asset) through a lease.
−Removed: These leases should
−Removed: also be accounted for as a transfer between entities under common control through an adjustment to equity if, and when, the lessee no
−Removed: longer controls the use of the underlying asset.
−Removed: The Company adopted ASU 2023-01 and it did not have a material impact to its Consolidated
−Removed: Financial statements.
−Removed: In November 2023, the Financial Accounting Standards Board
−Removed: (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures, which enhances
−Removed: reportable segment disclosure requirements primarily through expanded disclosures around significant segment expenses.
−Removed: The amendments
−Removed: are effective for fiscal years beginning after December 15, 2024.
−Removed: The amendments should be applied retrospectively to all prior periods
−Removed: presented in the financial statements.
−Removed: The Company determined that this change does not have a material impact to the financial statements
−Removed: or financial statement disclosures.
−Removed: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
−Removed: to Income Tax Disclosures, which requires disclosure of specific categories meeting a quantitative threshold within the income tax rate
−Removed: reconciliation, as well as disaggregation of income taxes paid by jurisdiction.
−Removed: This ASU, which can be applied either prospectively or
−Removed: retrospectively, is effective for annual periods beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company is currently
−Removed: evaluating the impact of the ASU and expects to include updated income tax disclosures.
−Removed: On November 2024, the FASB issued Accounting Standards
−Removed: Update (ASU) No.
−Removed: 2024-03, Income Statement (Topic 220):
−Removed: Reporting Comprehensive Income - Expense Disaggregation Disclosures,
−Removed: Disaggregation of Income Statement Expenses , which requires public companies to disclose, in interim and annual reporting periods,
−Removed: additional information about certain expenses in the financial statements.
−Removed: The amendments in this pronouncement will be effective for
−Removed: annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
−Removed: Early adoption is permitted
−Removed: and is effective on either a prospective basis or retrospective basis.
−Removed: The Company is currently assessing the potential impacts of adoption
−Removed: on its consolidated financial statements and related disclosures.
+Added: accounts of the Company and its subsidiaries, consisting of (i) Information Technology Acquisition Corporation, a Delaware corporation;
+Added: and (ii) its majority-owned subsidiary, Nexxis Inc., a Nevada corporation.
+Added: All intercompany transactions and balances have been eliminated
+Added: in consolidation.
+Added: On September 11, 2025, the Company completed the
+Added: sale of its Cloud Solutions Business, which consisted of the operations of the Company’s subsidiaries, CloudFirst Technologies
+Added: Corporation and CloudFirst Europe Ltd.
+Added: The operating results of these businesses have been reclassified as discontinued operations for
+Added: all periods presented.
+Added: Segment Reporting
+Added: Operating segments are defined as components of an
+Added: entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”)
+Added: in deciding how to allocate resources to an individual segment and in assessing performance.
+Added: In evaluating operating segments, the Company
+Added: its internal organizational structure;
+Added: the availability of separate financial information;
+Added: and the criteria used by the Company’s
+Added: CODM, its Chief Executive Officer, to evaluate performance.
+Added: The Company has determined that it operates in one operating segment and
+Added: one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating
+Added: decisions, allocating resources, and evaluating financial performance.
+Added: Recently Issued and Newly Adopted Accounting Standards
+Added: In December 2023, the Financial Accounting Standards
+Added: Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income
+Added: Tax Disclosures.
+Added: ASU 2023-09 requires annual disclosure of specific categories in the tax rate reconciliation and provides additional
+Added: information for reconciling items that meet a quantitative threshold.
+Added: The new requirements are effective for annual periods beginning
+Added: after December 15, 2024.
+Added: The guidance has been applied on a prospective basis with the option to apply the standard retrospectively.
+Added: Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.
+Added: The adoption of this guidance did not have a
+Added: material impact on the Company’s consolidated financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03, Income
+Added: Statement (Topic 220):
+Added: Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses,
+Added: which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in
+Added: the financial statements.
+Added: Subsequently, in January 2025, the FASB issued ASU 2025-01, which clarified the effective date of ASU 2024-03.
+Added: The amendments in this pronouncement will be effective for annual periods beginning after December 15, 2026, and interim reporting periods
+Added: beginning after December 15, 2027.
+Added: Early adoption is permitted and is effective on either a prospective basis or retrospective basis.
+Added: The Company is currently assessing the potential impacts of adoption on its financial statements.
+Added: In May 2025, the FASB issued ASU 2025-03, Business
+Added: Combinations (Topic 805) and Consolidation (Topic 810):
+Added: Determining the Accounting Acquirer in the Acquisition of a Variable Interest
+Added: This ASU provides guidance for determining the accounting acquirer in a business combination involving a variable interest entity.
+Added: The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.
+Added: The Company is currently evaluating the impact of this ASU on its consolidated financial statements but does not expect it to have a material
+Added: impact upon adoption.
+Added: In July 2025, the FASB issued ASU 2025-05, Financial
+Added: Instruments - Credit Losses (“Topic 326”), which provides all entities with a practical expedient to assume that current conditions
+Added: as of the balance sheet date do not change for the remaining life of current accounts receivable and contract assets.
+Added: The guidance is
+Added: effective for annual periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, with
+Added: early adoption permitted.
+Added: The Company will adopt ASU 2025-05 effective January 1, 2026.
+Added: The adoption of this guidance will not have a
+Added: material impact on the Company’s consolidated financial statements.
+Added: In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill
+Added: and Other-Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software, which revises the
+Added: recognition guidance for internal-use software by eliminating the previous model based on software development stages and introducing
+Added: a principles-based approach.
+Added: The guidance is effective for annual periods beginning after December 15, 2027 and interim periods within
+Added: those annual periods, with early adoption permitted.
+Added: The Company is currently evaluating the impact on its consolidated financial statements
+Added: and related disclosures.
Use of Estimates
5 unchanged sentences
Estimated Fair Value of Financial Instruments
−Removed: The Company’s financial instruments include
−Removed: cash, accounts receivable, accounts payable and lease commitments.
−Removed: Management believes the estimated fair value of these accounts on December
−Removed: 31, 2024, approximate their carrying value as reflected in the balance sheet due to their short-term nature.
−Removed: The carrying values of the
−Removed: Company’s finance lease obligations and capital lease obligations approximate their fair values based upon a comparison of the interest
−Removed: rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace.
+Added: Assets and liabilities recognized or disclosed at
+Added: fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their
+Added: respective fair values.
The fair value measurement disclosures are grouped
3 unchanged sentences
Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)
−Removed: The Company’s Level 1 assets and liabilities
−Removed: include cash, accounts receivable, marketable securities, accounts payable, prepaid, and other current assets.
−Removed: Management believes the
−Removed: estimated fair value of these accounts at December 31, 2024, approximates their carrying value as reflected in the balance sheets due
−Removed: to the short-term nature of these instruments.
−Removed: The Company’s Level 2 assets and liabilities
−Removed: include the Company’s finance and operating lease assets and liabilities.
−Removed: The carrying amounts of these leases approximate their
−Removed: fair values, based on a comparison of the lease terms and the Company’s incremental borrowing rates with those of similar leases
−Removed: available in the market.
−Removed: The Company’s Level 3 assets and liabilities use inputs to determine
−Removed: the fair value are generally unobservable and typically reflect management’s estimates of assumptions that market participants would
−Removed: use in pricing the asset or liability.
−Removed: The fair values are therefore discounted cash flow models.
−Removed: Unobservable inputs used in the models
−Removed: are significant to the fair values of the assets and liabilities.
+Added: The Company’s marketable securities are classified
+Added: as within Level 1 of the fair value hierarchy.
+Added: Management believes the estimated fair value of these accounts at December 31, 2025, approximates
+Added: their carrying value as reflected in the balance sheets due to the short-term nature of these instruments.
+Added: Level 3 fair value measurements are derived from valuation
+Added: techniques that include significant inputs that are not based on observable market data.
+Added: When required, the Company uses discounted and
+Added: undiscounted cash flow models to determine the fair value of certain assets and liabilities.
+Added: These models rely on unobservable inputs,
+Added: which reflect management’s own assumptions about the factors that market participants would use in pricing the asset or liability,
+Added: and are significant to the overall fair value measurement.
+Added: During the year ended December 31, 2025, the Company recognized a warrant liability
+Added: associated with Common Stock Purchase Warrants issued by the Company on July 21, 2021 which were valued using Level 3 inputs (See Note
+Added: As of December 31, 2025 and 2024, the Company does
+Added: not have assets and liabilities valued using Level 2 or Level 3 inputs.
Assets and Liabilities Measured at Fair Value on
a Nonrecurring Basis
−Removed: Certain assets and liabilities are measured at fair value on a
−Removed: nonrecurring basis.
−Removed: Assets and liabilities recognized or disclosed at fair value on the consolidated financial statements on a nonrecurring
−Removed: basis include items such as property, plant and equipment, goodwill, and other intangible assets.
+Added: The Company measures property and
+Added: equipment at fair value on a non-recurring basis in periods after initial measurement in circumstances when the fair value of such assets
+Added: are impaired below their recorded cost.
+Added: As of December 31, 2025 and 2024, there were no material non-financial assets recorded at fair
+Added: Cash and Cash Equivalents
+Added: The Company considers all short-term, highly liquid
+Added: investments that are readily convertible to known amounts of cash and that are purchased with original maturities of three months or less
+Added: to be cash equivalents.
+Added: Marketable Securities
Marketable securities that are bought and held principally
1 unchanged sentence
gains and losses recognized in earnings.
−Removed: The following table sets forth a summary of the changes in equity investments
−Removed: at cost that are measured at fair value on a non-recurring basis:
+Added: The following table sets forth a summary of the changes
+Added: in marketable securities:
Schedule of changes in equity investments measured at fair value
−Removed: the years ended December 31, 2024, and 2023
−Removed: of January 1, 2023
−Removed: of equity investments
−Removed: December 31, 2023
−Removed: of equity investments
−Removed: of equity investments
−Removed: of December 31, 2024
+Added: For the years ended December 31, 2025, and 2024
+Added: As of January 1, 2024
+Added: As of December 31, 2024
+Added: ( 11,175,518 )
+Added: As of December 31, 2025
Concentration of Credit Risk and Other Risks and Uncertainties
−Removed: Financial instruments and assets subjecting the Company to concentration of credit
−Removed: risk consist primarily of cash, short-term investments and trade accounts receivable.
−Removed: The Company’s cash are maintained at major
+Added: Financial instruments and assets subjecting the Company
+Added: to concentration of credit risk consist primarily of cash, marketable securities and trade accounts receivable.
+Added: The Company’s cash
+Added: and marketable securities are maintained at major U.S.
financial institutions.
−Removed: Deposits in these institutions may exceed the amount of insurance provided on such deposits.
−Removed: The Company’s customers are primarily concentrated in the United
−Removed: As of December 31, 2024, DSC had two customers with
−Removed: an accounts receivable balance representing 16 % and 15 % of total accounts receivable.
−Removed: As of December 31, 2023, the Company had one
−Removed: customer with an accounts receivable balance representing 20 % of total accounts receivable.
−Removed: For the year ended December
−Removed: 31, 2024, the Company had two customers that each individually accounted for 12 % of revenue .
−Removed: For the year ended December 31, 2023, the Company had two customers that accounted for 12 % and 10 % of revenue.
−Removed: Accounts Receivable/Allowance for Credit Losses
−Removed: The Company sells its services to customers on an
−Removed: open credit basis.
−Removed: Accounts receivable are uncollateralized, non-interest-bearing customer obligations and are typically due within 30
−Removed: ASC 326 requires the recognition of lifetime estimated credit losses expected to occur for trade accounts receivable.
−Removed: also requires the Company to pool assets with similar risk characteristics and consider current economic conditions when estimating losses.
−Removed: During the years ended December 31, 2024, and 2023, the Company recorded $ 45,394 and $ 119,524 , respectively, of expected credit losses.
−Removed: Clients invoiced in advance for services are reflected in deferred revenue on the Company’s balance sheet.
−Removed: Changes in the allowance for expected credit losses
−Removed: for trade accounts receivable are presented in the table below:
−Removed: Schedule of Changes in the allowance for expected credit losses
−Removed: for trade accounts receivable
+Added: Deposits in these institutions may exceed the amount of
+Added: insurance provided on such deposits.
+Added: The Company’s customers are concentrated in the United States.
+Added: The Company’s Nexxis subsidiary had four customers
+Added: that individually accounted for 25 %, 21 %, 15 %, and 10 % of consolidated accounts receivable at December 31, 2025.
+Added: The Company’s Nexxis
+Added: Subsidiary had three customers that individually accounted for 18 %, 15 % and 14 % of consolidated accounts receivable at December 31, 2024.
+Added: No customer accounted for more than 10% of sales for the year ended December 31, 2025.
+Added: One customer accounted for 16% of sales for the
year ended December 31, 2024.
−Removed: Beginning balance
−Removed: Ending Balance
+Added: Accounts Receivable and Allowance for Credit Losses
+Added: Accounts receivable are recorded and carried at the
+Added: original invoiced amount less an allowance for any potential uncollectible amounts.
+Added: The allowance is assessed by applying a historical
+Added: loss-rate methodology in accordance with ASC Topic 326, Financial Instruments— Credit Losses , adjusted as necessary based
+Added: on the Company's review of accounts receivable, specifically reviewing factors including the age of the balances, customer payment history,
+Added: creditworthiness, and other factors.
+Added: Due to the monthly subscription nature of the services and positive collection history, this allowance
+Added: has not been material.
Property and Equipment
−Removed: Property and equipment are recorded at cost and depreciated
−Removed: over their estimated useful lives or the term of the lease using the straight-line method for financial statement purposes.
−Removed: useful lives for property and equipment are five to seven years.
−Removed: Additions, betterments and replacements are capitalized, while
−Removed: expenditures for repairs and maintenance are charged to operations when incurred.
−Removed: As units of property are sold or retired, the related
−Removed: cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income.
−Removed: Deferred tax assets and liabilities are recognized for the future tax consequences
−Removed: attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
−Removed: bases and operating loss, and tax credit carry forwards.
−Removed: Deferred tax assets and liabilities are measured using enacted tax rates expected
−Removed: to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
−Removed: The effect on deferred
−Removed: tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
−Removed: As of December
−Removed: 31, 2024, and 2023, the Company had a net deferred tax liability of $ 39,031 and $ 0 , respectively.
−Removed: Per FASB ASC 740-10, disclosure is not required of
−Removed: an uncertain tax position unless it is considered probable that a claim will be asserted and there is a more-likely-than-not possibility
−Removed: that the outcome will be unfavorable.
−Removed: Using this guidance, as of December 31, 2024, and 2023, the Company has no uncertain tax
−Removed: positions that qualify for either recognition or disclosure in the financial statements.
−Removed: The Company’s 2024, 2023, 2022, and 2021
−Removed: Federal and State tax returns remain subject to examination by their respective taxing authorities.
−Removed: None of the Company’s Federal
−Removed: or State tax returns are currently under examination.
−Removed: Goodwill and Other Intangibles
−Removed: The Company assesses goodwill for impairment on an
−Removed: annual basis on December 31, or more frequently if events occur or circumstances change indicating that the fair value of the goodwill
−Removed: may be below its carrying amount.
−Removed: The Company has four reporting units.
−Removed: The Company uses an income-based approach to determine the fair
−Removed: value of the reporting units.
−Removed: This approach uses a discounted cash flow methodology and the ability of the Company’s reporting units
−Removed: to generate cash flows as measures of fair value of its reporting units.
−Removed: The Company performs a qualitative analysis of goodwill and other
−Removed: intangible assets for impairment indicators on at least an annual basis.
−Removed: If this assessment shows impairment indicators the Company will
−Removed: perform an impairment test to determine if the carrying value of a reporting unit exceeds its estimated fair value.
−Removed: For the year ended December
−Removed: 31, 2024, the Company was not required to perform an impairment test of goodwill since the qualitative analysis did not show any impairment
−Removed: indicators and no triggering events were identified.
−Removed: To determine the fair value of goodwill and intangible assets, the Company uses many
−Removed: assumptions and estimates using a market participant approach that directly impacts the testing results.
−Removed: In making these assumptions and
−Removed: estimates, the Company uses industry accepted valuation models and set criteria that are reviewed and approved by various levels of management.
−Removed: For the year ended December 31, 2023, the Company
−Removed: was required to complete its annual impairment tests of goodwill since the Company combined two reporting units.
−Removed: The Company performed
−Removed: the quantitative assessment and determined that the fair value of the reporting units was more likely than not greater than their carrying
−Removed: value, including goodwill at December 31, 2023.
−Removed: Based on the completion of the annual impairment test on December 31, 2023, the Company
−Removed: did not record an impairment charge.
+Added: Property and equipment, which consists primarily of
+Added: office and computer equipment, are recorded at cost and depreciated over their estimated useful lives using the straight-line method.
+Added: The estimated useful lives for this equipment are generally five to seven years.
+Added: Additions, betterments, and replacements are capitalized,
+Added: while expenditures for repairs and maintenance are charged to operations when incurred.
+Added: As units of property are sold or retired, the
+Added: related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income.
+Added: Deferred Offering Costs
+Added: Costs that are directly associated with equity financings
+Added: are capitalized until such financings are consummated, at which time such costs are recorded against the gross proceeds or cash payments
+Added: of the offering, depending on the nature of the financing.
+Added: Should an in-process equity financing be abandoned, the deferred offering costs
+Added: are expensed immediately as a charge to operating expenses in the consolidated statements of operations.
+Added: Discontinued Operations
+Added: The Company reports financial results for discontinued
+Added: operations separately from continuing operations on the face of the financial statements and for disclosures in the notes.
+Added: operations reporting occurs only when the disposal of a component or a group of components represents a strategic shift that will have
+Added: a major effect on the Company’s operations and financial results.
+Added: Refer to Note 3, “Discontinued Operations,” for further
+Added: information regarding the Company’s discontinued operations.
+Added: Deferred tax assets and liabilities are recognized
+Added: for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
+Added: and their respective tax bases and operating loss, and tax credit carryforwards.
+Added: Deferred tax assets and liabilities are measured using
+Added: enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
+Added: The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
+Added: the enactment date.
+Added: As of December 31, 2025, and 2024, the Company had a net deferred tax liability of $ 312,334 and $ 39,031 , respectively.
+Added: The Company’s policy is to recognize, when applicable,
+Added: interest and penalties on uncertain tax positions as part of income tax expense, and to record unrecognized tax benefits as noncurrent
+Added: Per FASB ASC 740-10, disclosure is not required of an uncertain tax position unless it is considered probable that a claim
+Added: will be asserted and there is a more-likely-than-not possibility that the outcome will be unfavorable.
+Added: Using this guidance, as of December
+Added: 31, 2025, and 2024, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial
+Added: The Company’s 2025, 2024, 2023, and 2022 Federal and State tax returns remain subject to examination by their respective
+Added: taxing authorities.
+Added: None of the Company’s Federal or State tax returns are currently under examination.
Revenue Recognition
−Removed: Nature of goods and services
−Removed: The following is a description of the products and
−Removed: services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant
−Removed: payment terms for each:
−Removed: Cloud Infrastructure and Disaster Recovery Revenue
−Removed: Cloud Infrastructure provides clients with the ability
−Removed: to migrate their on-premises computing and digital storage to DSC’s enterprise-level technical compute and digital storage assets
−Removed: located in Tier 3 data centers.
−Removed: DSC owns the assets and provides a turnkey solution whereby achieving reliable and cost-effective, multi-tenant
−Removed: IBM Power compute, x86/Intel, flash digital storage, while providing disaster recovery and cyber security while eliminating client capital
−Removed: expenditures.
−Removed: The client pays a monthly fee and can increase capacity as required.
−Removed: Clients can subscribe to an array of disaster recovery
−Removed: solutions without subscribing to cloud infrastructure.
−Removed: Product offerings provided directly from DSC are High Availability, Data Vaulting
−Removed: and retention solutions, including standby servers which allows clients to centralize and streamline their mission-critical digital information
−Removed: and technical environment while ensuring business continuity if they experience a cyber-attack or natural disaster.
−Removed: Client’s data
−Removed: is vaulted at two data centers with the maintenance of retention schedules for corporate governances and regulations all to meet their
−Removed: back to work objective in a disaster.
−Removed: Equipment and Software
−Removed: The Company provides equipment and software and actively participates in collaboration
−Removed: with IBM to provide innovative business solutions to clients.
−Removed: The Company is a partner of IBM and the various software, infrastructure
−Removed: and hybrid cloud solutions are provided to clients.
−Removed: Managed Services
−Removed: These services are performed at the inception of a
−Removed: The Company provides professional assistance to its clients during the implementation processes.
−Removed: On-boarding and set-up services
−Removed: ensure that the solution or software is installed properly and function as designed to provide clients with the best solutions.
−Removed: clients that are managed service clients have a requirement for DSC to offer time and material billing supplementing the client’s
−Removed: The Company also derives both one-time and subscription-based
−Removed: revenue from providing support, management and renewal of software, hardware, third party maintenance contracts and third-party cloud
−Removed: services to clients.
−Removed: The managed services include help desk, remote access, operating system and software patch management, annual recovery
−Removed: tests and manufacturer support for equipment and on-going monitoring of client system performance.
−Removed: Nexxis Voice over Internet and Direct Internet Access
−Removed: The Company provides Voice over Internet Protocol
−Removed: (“VoIP”), Internet access and data transport services to ensure businesses are fully connected to the internet from any location,
−Removed: remote and on premise.
−Removed: The Company provides Hosted VoIP solutions with equipment options for VoIP phones and internet speeds of up to
−Removed: 10Gb delivered over fiber optics.
−Removed: Disaggregation of revenue
+Added: The Company’s continuing operations derive all
+Added: revenue from its Nexxis subsidiary, which provides Voice over Internet Protocol (“VoIP”), Internet access, and data transport
+Added: Revenue is recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration
+Added: the Company expects to be entitled to in exchange for those services.
+Added: The Company’s contracts are typically monthly
+Added: subscription agreements.
+Added: For these contracts, the Company has a single performance obligation:
+Added: to provide continuous access to its VoIP,
+Added: Internet, and/or data transport services over the contract term.
+Added: This performance obligation is satisfied over time because the customer
+Added: simultaneously receives and consumes the benefits of the services as they are provided.
+Added: Revenue is recognized ratably over the applicable
+Added: monthly service period.
+Added: The Company’s standard payment terms are monthly, and the transaction price is the fixed monthly subscription
+Added: Because the billing cycle corresponds directly to the service period, the Company does not have significant contract assets or contract
+Added: liabilities (deferred revenue) at the end of a reporting period.
+Added: All revenue from continuing operations is transacted in the United States
In the following table, revenue is disaggregated by
−Removed: major product line, geography, and timing of revenue recognition.
−Removed: Schedule of revenue is disaggregated by major product
−Removed: Ended December 31, 2024
−Removed: United States
−Removed: International
−Removed: Cloud Infrastructure & Disaster Recovery
−Removed: Equipment and Software
−Removed: Managed Services
−Removed: Nexxis VoIP Services
−Removed: Total Revenue
−Removed: Ended December 31, 2023
−Removed: United States
−Removed: International
−Removed: Cloud Infrastructure & Disaster Recovery
−Removed: Equipment and Software
−Removed: Managed Services
+Added: major product category:
+Added: Schedule of revenue
+Added: Year Ended December 31,
VoIP services
−Removed: Total Revenue
−Removed: Ended December 31,
−Removed: Timing of revenue recognition
−Removed: Products transferred at a point in time
−Removed: Products and services transferred over time
+Added: Data transport services
Total revenue
−Removed: Contract receivables are recorded at the invoiced
−Removed: amount and are uncollateralized, non-interest-bearing client obligations.
−Removed: Provisions for estimated uncollectible accounts receivable are
−Removed: made for individual accounts based upon specific facts and circumstances including criteria such as their age, amount, and client standing.
−Removed: Sales are generally recorded in the month the service is provided.
−Removed: who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract.
−Removed: During the years ended December
−Removed: 31, 2024, and 2023, the Company recognized $ 233,360 and $ 277,375 in sales that was recorded as deferred revenue as of December 31, 2023
−Removed: and 2022, respectively.
−Removed: Transaction price allocated to the remaining performance
−Removed: The Company has the following performance obligations:
−Removed: Data Vaulting :
−Removed: 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.
−Removed: Ensuring client retention schedules for corporate compliance and disaster recovery.
−Removed: Provides for twenty-four (24) hour or less recovery time and utilizes advanced data reduction, reduplication technology to shorten back-up and restore time.
−Removed: High Availability :
−Removed: 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.
−Removed: Cloud Infrastructure :
−Removed: subscription-based cloud service provides for “capacity on-demand” for IBM Power and X86 Intel server systems.
−Removed: Subscription-based service, offering continuous internet connection combined with FailSAFE
−Removed: which provides disaster recovery for both clients’ voice and data environments.
−Removed: Subscription based service offers support for clients on their servers,
−Removed: firewalls, desktops or software.
−Removed: Services are provided 24x7x365 to the Company’s clients.
−Removed: Implementation / Set-Up Fees :
−Removed: Onboarding and set-up for cloud infrastructure and disaster recovery as well as Cyber Security.
−Removed: Sale of servers and data storage equipment to the client.
−Removed: Granting SSL certificates and licenses.
−Removed: Disaster Recovery and Business Continuity Solutions
−Removed: Subscription services allow clients to access data
−Removed: or receive services for a predetermined period of time.
−Removed: As the client obtains access at a point in time and continues to have access for
−Removed: the remainder of the subscription period, the client is considered to simultaneously receive and consume the benefits provided by the
−Removed: entity’s performance as the entity performs.
−Removed: Accordingly, the related performance obligation is considered to be satisfied ratably
−Removed: over the contract term.
−Removed: As the performance obligation is satisfied evenly across the term of the contract, revenue is recognized on a
−Removed: straight-line basis over the contract term.
−Removed: Initial Set-Up Fees
−Removed: The Company accounts for set-up fees as a separate
−Removed: performance obligation.
−Removed: Set-up services are performed one-time and accordingly the revenue is recognized at the point in time, and is
−Removed: non-refundable, and the Company is entitled to the payment.
−Removed: Equipment Sales
−Removed: The obligation for the equipment sales is such that
−Removed: 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,
−Removed: depending on shipping terms).
−Removed: Noting that the satisfaction of the performance obligation, in this sense, does not occur over time, the
−Removed: performance obligation is considered to be satisfied at a point in time when the obligation to the client has been fulfilled (i.e., when
−Removed: the goods have left the shipping facility or have been delivered to the client, depending on shipping terms).
−Removed: License - Granting SSL Certificates and Other
−Removed: Performance obligations as it relates to licensing
−Removed: is when the control of the product transfers, either at a point in time or over time, depending on the nature of the license.
−Removed: standard identifies two types of licenses of intellectual property:
−Removed: (i) a right to access intellectual property;
−Removed: and (ii) a right to use
−Removed: intellectual property.
−Removed: To assist in determining whether a license provides a right to use or a right to access intellectual property,
−Removed: ASC 606 defines two categories of intellectual property:
−Removed: Functional and Symbolic.
−Removed: The Company’s license arrangements typically do
−Removed: not require the Company to make its proprietary content available to the client either through a download or through a direct connection.
−Removed: Throughout the life of the contract the Company does not continue to provide updates or upgrades to the license granted.
−Removed: guidance, the Company considers its license offerings to be akin to functional intellectual property and recognizes revenue at the point
−Removed: in time the license is granted and/or renewed for a new period.
−Removed: Payment Terms
−Removed: The typical terms of subscription contracts range
−Removed: from 12 to 36 months, with auto-renew options extending the contract for an additional term.
−Removed: The Company invoices clients one month in
−Removed: advance for its services, in addition to any contractual data overages or for additional services.
−Removed: The Company offers guaranteed service levels and service
−Removed: guarantees on some of its contracts.
−Removed: These warranties are not sold separately and are accounted as “assurance warranties.”
−Removed: Significant Judgement
−Removed: In instances where contracts include multiple performance
−Removed: obligations, the Company exercises judgment in determining the standalone selling price for each obligation.
−Removed: Standalone prices are established
−Removed: by evaluating market data for comparable services and considering the Company’s historical pricing practices.
−Removed: The aggregate standalone
−Removed: price of all performance obligations is calculated, and each individual obligation’s proportionate share of the total is determined.
−Removed: This ratio is then applied to the overall contract price to allocate the transaction price among the performance obligations accordingly.
+Added: The Company determines whether an arrangement contains
+Added: a lease at the inception of the contract.
+Added: Right-of-Use (“ROU”) assets represent the Company’s right to use an underlying
+Added: asset for the lease term, while lease liabilities represent its obligation to make lease payments arising from the lease.
+Added: ROU assets and
+Added: lease liabilities are recognized at the lease commencement date, based on the present value of estimated lease payments over the lease
+Added: The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise those options.
+Added: The Company has elected the practical expedient to exclude leases with terms of 12 months or less from the balance sheet.
+Added: Lease expense
+Added: for these short-term leases is recognized on a straight-line basis over the lease term.
+Added: Variable lease payments that depend on an index
+Added: or rate are initially measured using the index or rate in effect at the lease commencement date.
+Added: Other variable payments are recognized
+Added: in the period in which the obligation is incurred.
+Added: Following the sales of Cloud Solutions Business on September 11, 2025, the Company
+Added: has no leases that require the recognition of an ROU asset and lease liability on the Company’s consolidated balance sheets.
Impairment of Long-Lived Assets
5 unchanged sentences
Advertising Costs
−Removed: The Company expenses the costs associated with
−Removed: advertising as they are incurred.
−Removed: The Company incurred $ 749,257 and $ 815,674 for advertising costs for the year ended December
−Removed: 31, 2024, and 2023, respectively.
+Added: The Company expenses the costs associated with advertising
+Added: as they are incurred.
+Added: The Company incurred $ 18,512 and $ 31,744 of advertising costs for the years ended December 31, 2025, and 2024,
+Added: respectively.
Stock-Based Compensation
10 unchanged sentences
The Black-Scholes model requires the use of a number
−Removed: of assumptions including the volatility of the stock price, the average risk-free interest rate, and the weighted average expected life
−Removed: of the options.
−Removed: Risk-free interest rates are calculated based on continuously compounded risk-free rates for the appropriate term.
−Removed: 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
−Removed: to pay dividends on its Common Stock in the foreseeable future.
−Removed: The expected forfeiture rate is estimated based on management’s
−Removed: best assessment.
+Added: of assumptions including estimated volatility of the stock price, the average risk-free interest rate, and the weighted average expected
+Added: life of the options.
+Added: The risk-free interest rate is based on the U.S.
+Added: Treasury yield curve in effect at the time of valuation for instruments
+Added: with a similar expected term.
+Added: The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on
+Added: its Common Stock and does not intend to pay dividends on its Common Stock in the foreseeable future.
Estimated volatility is a measure of the amount by
2 unchanged sentences
of estimated volatility is based on historical stock prices over a period equal to the expected life of the awards.
−Removed: Net Income Per Common Share
+Added: Earnings per Share
Basic income (loss) per share is computed by dividing
8 unchanged sentences
Year Ended December 31,
−Removed: Net Income Available to Common Shareholders
Weighted average number of common shares - basic
Dilutive securities
−Removed: Restricted stock award
+Added: Restricted stock units
Weighted average number of common shares - diluted
−Removed: Earnings per share, basic
−Removed: Earnings per share, diluted
−Removed: The following table sets forth the number of potential
−Removed: shares of common stock that have been excluded from diluted net income per share because their effect was anti-dilutive:
+Added: The Company reported a loss from continuing operations
+Added: for the years ended December 31, 2025 and 2024.
+Added: Therefore, dilutive common shares are not assumed to have been issued since their effect
+Added: is anti-dilutive for these periods.
+Added: The following table sets forth the number of potential shares of common stock excluded from net income
+Added: per share because their effect was antidilutive:
Schedule of anti-dilutive shares
−Removed: ended December 31,
−Removed: Note 3 - Prepaids and other current assets
−Removed: Prepaids and other current assets consist of the following:
−Removed: Schedule of prepaids and other current assets
−Removed: Prepaid marketing & promotion
−Removed: Prepaid subscriptions and license
−Removed: Prepaid maintenance
−Removed: Prepaid insurance
−Removed: Total prepaids and other current assets
−Removed: Note 4- Property and Equipment
−Removed: Property and equipment, at cost, consist of the following:
−Removed: Schedule of property and equipment
−Removed: Storage equipment
−Removed: Furniture and fixtures
−Removed: Leasehold improvements
−Removed: Computer hardware and software
−Removed: Data center equipment
−Removed: Gross Property and equipment
−Removed: Accumulated depreciation
−Removed: Net property and equipment
−Removed: Depreciation expense for the years ended December
−Removed: 31, 2024, and 2023 was $ 1,079,160 and $ 1,024,034 , respectively, of which $ 1,067,006 and $ 1,008,429 , respectively, was allocated to
−Removed: general and administrative expenses and $ 12,154 and $ 15,605 respectively, was allocated to cost of goods sold.
−Removed: Note 5 - Goodwill and Intangible Assets
−Removed: Goodwill and intangible assets consisted of the following:
−Removed: Schedule of goodwill and intangible assets
−Removed: Estimated life in years
−Removed: December 31, 2024, Accumulated Amortization
−Removed: Intangible assets not subject to amortization
−Removed: Total intangible assets not subject to amortization
−Removed: Intangible assets subject to amortization
−Removed: Customer lists
−Removed: ABC acquired contracts
−Removed: SIAS acquired contracts
−Removed: Non-compete agreements
−Removed: Website and Digital Assets
−Removed: Total intangible assets subject to amortization
−Removed: Total Goodwill and Intangible Assets
−Removed: Scheduled amortization over the next four years are as follows:
−Removed: Schedule of amortization over the next five years
−Removed: Twelve months ending December 31,
−Removed: Amortization expense for the years ended December 31, 2024, and 2023 was
−Removed: $ 271,078 and $ 277,560 , respectively.
−Removed: Note 6- Leases
−Removed: Operating Leases
−Removed: The Company currently maintains two leases for office
−Removed: space located in Melville, NY and one lease for office space in Austin, TX.
−Removed: The lease for office space in Melville, NY commenced
−Removed: on September 1, 2019.
−Removed: The term of this lease is for three years and eleven months and runs co-terminus with the Company’s existing
−Removed: lease in the same building.
−Removed: The base annual rent is $ 11,856 payable in equal monthly installments of $ 988 .
−Removed: The lease has since expired.
−Removed: On July 31, 2021, the Company signed a three-year
−Removed: lease for approximately 2,880 square feet of office space at 980 North Federal Highway, Boca Raton, FL.
−Removed: The commencement
−Removed: date of the lease was August 2, 2021.
−Removed: The monthly rent was approximately $ 4,965 .
−Removed: The lease has since expired.
−Removed: On January 1, 2022, the Company entered into a lease agreement for office
−Removed: space with WeWork in Austin, TX.
−Removed: On September 3, 2024, the Company amended this agreement and is on an eight-month lease agreement with
−Removed: payments of a $ 1,056 per month.
−Removed: January 17, 2024, the Company entered into a lease agreement for office space in Melville, NY.
−Removed: lease commenced on April 1, 2024, and has a term of sixty-seven months.
−Removed: The lease requires monthly payments of $ 11,931 and
−Removed: expires on October
−Removed: Finance Lease Obligations
−Removed: On November 1, 2021, the Company entered into a lease
−Removed: agreement with a finance company for technical equipment.
−Removed: The lease obligation is payable in monthly installments of $ 3,152 .
−Removed: carried an interest rate of 6 % and is a three-year lease.
−Removed: The term of the lease ended on November 1, 2024.
−Removed: On January 1, 2022, the Company entered into a lease
−Removed: agreement with a finance company for technical equipment.
−Removed: The lease obligation is payable in monthly installments of $ 17,718 .
−Removed: carried an interest rate of 5 % and is a three-year lease.
−Removed: The term of the lease ended January 1, 2025.
−Removed: On January 1, 2022, the Company entered into a technical
−Removed: equipment lease with a finance company.
−Removed: The lease obligation is payable in monthly installments of $ 2,037 .
−Removed: The lease carried an interest
−Removed: rate of 6 % and is a three-year lease.
−Removed: The term of the lease ended January 1, 2025.
−Removed: Finance Lease Obligations – Related Party
−Removed: On March 4, 2021, the Company entered into a lease
−Removed: agreement with Systems Trading, Inc.
−Removed: (“Systems Trading”), a technology leasing company established by Mr.
−Removed: Schwartz, the Company’s
−Removed: President where he currently serves as Chief Executive Officer and President, effective April 1, 2021.
−Removed: This lease obligation is payable
−Removed: to Systems Trading with monthly installments of $ 1,567 and expired on March 31, 2024 .
−Removed: The lease carried an interest rate of 8 %.
−Removed: On January 1, 2022, the Company entered into a lease
−Removed: agreement with Systems Trading effective January 1, 2022.
−Removed: This lease obligation is payable to Systems Trading with monthly installments
−Removed: of $ 7,145 and expires on April 1, 2025 .
−Removed: The lease carries an interest rate of 8 %.
−Removed: On April 1, 2022, the Company entered into a lease
−Removed: agreement with Systems Trading effective May 1, 2022.
−Removed: This lease obligation is payable to Systems Trading with monthly installments of
−Removed: $ 6,667 and expired on February 1, 2025 .
−Removed: The lease carried an interest rate of 8 %.
−Removed: The Company determines whether an arrangement contains
−Removed: a lease at the inception of the contract.
−Removed: Right-of-Use ("ROU") assets represent the Company’s right to use an underlying
−Removed: asset for the lease term, while lease liabilities represent its obligation to make lease payments arising from the lease.
−Removed: ROU assets and
−Removed: lease liabilities are recognized at the lease commencement date, based on the present value of estimated lease payments over the lease
−Removed: The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise those options.
−Removed: The Company has elected the practical expedient to exclude leases with terms of 12 months or less from the balance sheet.
−Removed: Lease expense
−Removed: for these short-term leases is recognized on a straight-line basis over the lease term.
−Removed: Variable lease payments that depend on an index
−Removed: or rate are initially measured using the index or rate in effect at the lease commencement date.
−Removed: Other variable payments are recognized
−Removed: in the period in which the obligation is incurred.
−Removed: A discount rate of 9 % was used in the preparation of ROU assets and lease liabilities.
−Removed: The components of lease expense were as follows:
−Removed: Schedule of components of lease expense
Year ended December 31,
−Removed: Finance leases:
−Removed: Amortization of assets, included in depreciation and amortization expense
−Removed: Interest on lease liabilities, included in interest expense
−Removed: Operating lease:
−Removed: Amortization of assets, included in total operating expense
−Removed: Interest on lease liabilities, included in total operating expense
−Removed: Total net lease cost
−Removed: Supplemental balance sheet information related to leases was as follows:
−Removed: Operating Leases:
−Removed: Operating lease right-of-use asset
−Removed: Current operating lease liabilities
−Removed: Noncurrent operating lease liabilities
−Removed: Total operating lease liabilities
+Added: Restricted stock units
+Added: Note 3 – Discontinued Operations
+Added: On September 11, 2025, the Company completed the sale
+Added: of its Cloud Solutions Business, which consisted of the operations of the Company’s subsidiaries, CloudFirst Technologies Corporation
+Added: and CloudFirst Europe Ltd., for a base purchase price of $ 40,000,000 .
+Added: At closing, the proceeds were contractually adjusted for a $ 1,500,000
+Added: escrow deposit and $ 431,537 in net adjustments for estimated closing date debt and working capital, resulting in total cash received at
+Added: closing of $ 38,068,463 .
+Added: The transaction remains subject to final post-closing adjustments, which may be settled from the escrowed funds.
+Added: The operating results of these businesses have been reclassified and presented
+Added: as “(Loss) income from discontinued operations, net of tax” on the Consolidated Statements of Operations for all periods presented
+Added: as the sale represented a strategic shift that had a major effect on the Company’s operations and financial results.
+Added: The sale resulted
+Added: in the removal of the CloudFirst Technologies Corporation and CloudFirst Europe Ltd.
+Added: reportable segments.
+Added: The gain on the sale is presented separately in the
+Added: Consolidated Statements of Operations, as follows:
+Added: of discounted operations
+Added: Gross cash proceeds received after working capital adjustment
+Added: Amount placed in Escrow
+Added: Carrying value of net assets disposed (1)
+Added: ( 9,869,738 )
+Added: Cash transaction and selling costs (2)
+Added: ( 2,502,020 )
+Added: Warrant liability reclassification (3)
+Added: Total pre-tax gain on sale
+Added: Income tax expense (4)
+Added: ( 7,294,005 )
+Added: Gain on sale of discontinued operation, net of tax
+Added: (1) Represents the carrying value (book value)
+Added: of the assets and liabilities of the Cloud Solutions Business on the date of sale.
+Added: (2) Represents cash selling expenses, including
+Added: legal and advisory fees, as shown on the Consolidated Statement of Cash Flows.
+Added: (3) Represents the changes in fair value of
+Added: the warrant liability as a cost of the transaction (see Note 5).
+Added: (4) Represents the provision for federal and state
+Added: income taxes on the gain from the sale.
+Added: The major classes of assets and liabilities of the
+Added: Cloud Solutions Business classified as discontinued operations were as follows:
+Added: Schedule of major classes of assets and liabilities
December 31, 2024
−Removed: Finance leases:
−Removed: Property and equipment, at cost
−Removed: Accumulated amortization
+Added: Accounts receivable
+Added: Prepaid and other assets
+Added: Current assets of discontinued operations
Property and equipment, net
−Removed: Current obligations of finance leases
−Removed: Finance leases, net of current obligations
−Removed: Total finance lease liabilities
−Removed: Supplemental cash flow and other information related to leases were as
−Removed: Schedule of supplemental cash flow and other information related to leases
−Removed: Year Ended December 31, 2024
−Removed: Cash paid for amounts included in the measurement of lease liabilities:
−Removed: Operating cash flows related to operating leases
−Removed: Financing cash flows related to finance leases
−Removed: Weighted average remaining lease term (in years):
−Removed: Operating leases
−Removed: Finance leases
−Removed: Weighted average discount rate:
−Removed: Operating leases
−Removed: Finance leases
−Removed: Long-term obligations under the operating and finance leases at December
−Removed: 31, 2024, mature as follows:
−Removed: Schedule of long term obligations operating and finance leases
−Removed: For the Twelve Months Ended December 31,
−Removed: Operating Leases
−Removed: Finance Leases
−Removed: Total lease payments
−Removed: Amounts representing interest
−Removed: Total lease obligations
−Removed: long-term obligations
−Removed: Total current
−Removed: As of December 31, 2024, the Company had no additional
−Removed: significant operating or finance leases that had not yet commenced.
−Removed: Rent expense under all operating leases for the year ended December
−Removed: 31, 2024 and 2023 was $ 330,500 and $ 276,676 , respectively.
−Removed: Note 7 - Commitments and Contingencies
−Removed: On May 7, 2024, the Company entered into a master
−Removed: service agreement with a vendor.
−Removed: The obligation is payable in monthly installments of $ 51,680 .
−Removed: The master service agreement ends June
−Removed: On December 18, 2024, the Company entered into a master
−Removed: service agreement with a vendor.
−Removed: The obligation is payable in monthly installments of $ 4,410 .
−Removed: The master service agreement ends December
−Removed: On January 1, 2025, the Company entered into a master
−Removed: service agreement with a vendor.
−Removed: The obligation is payable in monthly installments of $ 3,846 .
−Removed: The master service agreement ends December
−Removed: On January 24, 2025, the Company entered into a master
−Removed: service agreement with a vendor.
−Removed: The obligation is payable in monthly installments of $ 3,618 .
−Removed: The master service agreement ends January
−Removed: As part of the Flagship acquisition the Company acquired
−Removed: a licensing agreement for marketing related materials with a National Football League team.
−Removed: The Company has approximately $ 821,118 in
−Removed: payments over the next 3 years.
+Added: Goodwill and intangible assets, net
+Added: Right-of-use and other assets
+Added: Total assets of discontinued operations
+Added: Accounts payable and accrued expenses
+Added: Deferred revenue
+Added: Finance and operating lease liabilities - current
+Added: Current liabilities of discontinued operations
+Added: Finance and operating lease liabilities - non-current
+Added: Total liabilities of discontinued operations
+Added: Operating results for the discontinued operations were as follows:
+Added: Schedule of Operating results for the discontinued operations
+Added: January 1, 2025 to
+Added: Twelve Months Ended
+Added: September 11, 2025
+Added: December 31, 2024
+Added: Cost of sales
+Added: Selling, general and administrative
+Added: (Loss) income from discontinued operations
+Added: Interest and other expense
+Added: Benefit from income taxes
+Added: (Loss) income from discontinued operations, net of tax
+Added: Summary of Significant Accounting Policies of Discontinued Operations
+Added: Revenue Recognition
+Added: The Cloud Solutions Business derived revenue from
+Added: subscription services for cloud infrastructure and disaster recovery, managed services, and the sale of equipment and software.
+Added: revenue was recognized ratably over the contract term.
+Added: Revenue from equipment and software sales was recognized at a point in time when
+Added: control transferred to the customer.
+Added: Goodwill and other intangible assets of the Cloud Solutions Business were tested for impairment annually.
+Added: Property and equipment, primarily data center assets, were depreciated on a straight-line basis over their estimated useful lives.
+Added: Note 4 – Balance Sheet Components
+Added: Prepaids and other current assets consist of the following:
+Added: Schedule of Prepaid and other current assets
+Added: Prepaid subscriptions and licenses
+Added: Prepaid insurance
+Added: Total prepaids and other current assets
+Added: Other long-term assets consist of the following:
+Added: Schedule of Other long-term assets
+Added: Deferred transaction costs
+Added: Total other long-term assets
Note 5 – Stockholders’ Equity
3 unchanged sentences
Stock, par value $ 0.001 per share.
−Removed: On July 18, 2024, the Company entered into an Equity
−Removed: Distribution Agreement (the “Agreement”), pursuant to which it may offer and sell, from time to time, shares of its common
−Removed: Sales of shares of common stock under the Agreement will be made pursuant to the Company’s registration statement on Form
−Removed: S-3 (File No.
−Removed: 333-280881) (the “Registration Statement”) and a related prospectus supplement (the “ATM Prospectus”).
−Removed: The ATM Prospectus relates to the offering of up to $ 10,600,000 shares of the Company’s common stock.
−Removed: The issuance and sale,
−Removed: if any, of common stock under the Agreement is subject to the Company maintaining an effective registration statement.
−Removed: The Registration
−Removed: Statement was declared effective on July 26, 2024.
−Removed: To date, the Company has not made any sales under the Agreement.
−Removed: During the year ended December 31, 2023, employees
−Removed: exercised 833 stock options into shares of Common Stock.
−Removed: The Company received $ 1,699 for these options.
−Removed: During the year ended December 31, 2024, employees
−Removed: exercised 68,988 stock options into 65,832 shares of Common Stock.
−Removed: The Company received $ 133,005 for these options.
+Added: On July 18, 2024, the Company entered into an
+Added: Equity Distribution Agreement (the “Agreement”), pursuant to which it may offer and sell, from time to time, shares of
+Added: its common stock.
+Added: Sales of shares of common stock under the Agreement will be made pursuant to the Company’s registration
+Added: statement on Form S-3 (File No.
+Added: 333-280881) (the “Registration Statement”) and a related prospectus supplement (the
+Added: “ATM Prospectus”).
+Added: The ATM Prospectus relates to the offering of up to $ 10,600,000 shares
+Added: of the Company’s common stock.
+Added: The issuance and sale, if any, of common stock under the Agreement is subject to the Company
+Added: maintaining an effective registration statement.
+Added: The Registration Statement was declared effective on July 26, 2024.
+Added: The Company did
+Added: not make any sales under the Agreement, which expired in July 2025.
+Added: The Company recognized deferred offering costs associated with
+Added: the Agreement of $ 113,167
+Added: at December 31, 2024 which were expensed as a component of selling, general and administrative expenses during the year ended
+Added: December 31, 2025.
+Added: The Company is in the process of entering into a new equity distribution agreement which is expected to be
+Added: executed during the year ended December 31, 2026.
+Added: During the years ended December 31, 2025 and 2024,
+Added: employees exercised 411,540 and 68,988 stock options, respectively, into shares of Common Stock.
+Added: The Company received $ 957,997
+Added: and $ 133,005 in proceeds for these option exercises during the years ended December 31, 2025 and 2024, respectively.
+Added: Stock Incentive Plans
+Added: On March 8, 2021, the Company’s Board and stockholders
+Added: owning in excess of 50% of the Company’s outstanding voting securities approved and adopted the 2021 Stock Incentive Plan, as amended and restated (the “2021
+Added: The 2021 Plan permits the Company to grant stock options, restricted stock units, and other awards at levels determined
+Added: appropriate by the Company’s Board and/or compensation committee.
+Added: The 2021 Plan also allows the Company to utilize a broad array
+Added: of equity incentives and performance cash incentives to secure and retain the services of its employees, directors, and consultants, and
+Added: to provide long-term incentives that align the interests of its employees, directors and consultants with the interests of the Company’s
+Added: stockholders.
+Added: An aggregate of 15,000,000 shares of Company common stock may be issued under the 2021 Plan, subject to equitable adjustment
+Added: in the event of future stock splits, and other capital changes.
+Added: As of December 31, 2025, there were 857,291 shares available for future
+Added: grants under the 2021 Plan.
+Added: Additionally, there are 6,250 options outstanding
+Added: and exercisable under the Data Storage Corporation 2010 Incentive Award Plan (the “2010 Plan”) as of December 31, 2025.
+Added: 2010 Plan expired on October 21, 2020, and accordingly, there are no shares available for future grants.
+Added: On July 1, 2024, the Company registered an additional
+Added: 111,323 and 1,000,000 shares of common stock under the 2010 Plan and 2021 Plan, respectively.
Common Stock Options
−Removed: On July 1, 2024, the Company registered an
−Removed: additional 111,323
−Removed: and 1,000,000
−Removed: shares of common stock under the 2010 Stock Incentive Plan and 2021 Stock Incentive Plan, respectively.
A summary of the Company’s stock option activity
11 unchanged sentences
options granted totaled $ 507,018 and $ 188,624 for the years ended December 31, 2025, and 2024, respectively.
+Added: As of December 31, 2025,
+Added: there was no unrecognized compensation expense related to unvested employee stock options granted under the Company’s share-based
+Added: compensation plans as all such options are fully vested.
The intrinsic value of outstanding stock options as
5 unchanged sentences
life of stock options.
−Removed: The risk-free interest rate assumption is based upon
−Removed: observed interest rates on zero-coupon U.S.
−Removed: Treasury bonds whose maturity period is appropriate for the term of the stock options.
−Removed: Estimated volatility is a measure of the amount by
−Removed: which the Company’s stock price is expected to fluctuate each year during the expected life of the award.
−Removed: The Company’s calculation
−Removed: of estimated volatility is based on historical stock prices of the Company’s stock over a period equal to the expected life of the
−Removed: As of December 31, 2024, there was $ 642,873 of total
−Removed: unrecognized compensation expense related to unvested employee stock options granted under the Company’s share-based compensation
−Removed: plans that is expected to be recognized over a weighted average period of approximately 1.37 years.
+Added: The risk-free interest rate is based on the U.S.
+Added: Treasury yield curve in effect at the time of valuation for instruments
+Added: with a similar expected term..
+Added: Estimated volatility is a measure of the amount by which the Company’s stock price is expected to
+Added: fluctuate each year during the expected life of the award.
+Added: The Company’s calculation of estimated volatility is based on historical
+Added: stock prices of the Company’s stock over a period equal to the expected life of the awards.
The weighted average fair value of options granted,
1 unchanged sentence
Schedule of weighted average fair value of options granted
−Removed: average fair value of stock options granted
−Removed: interest rate
+Added: Weighted average fair value of stock options granted
+Added: Risk-free interest rate
3.84 %- 4.33 %
−Removed: Share-Based Awards, restricted stock award (“RSAs”)
−Removed: On March 1, 2023, the Company granted certain employees
−Removed: an aggregate of 73,530 RSA’s.
+Added: Expected life (years)
+Added: 3.50 - 6.00 years
+Added: Dividend yield
+Added: Share-based awards, Restricted Stock Units (“RSUs”)
+Added: and Restricted Stock Awards (“RSAs”)
+Added: On January 2, 2024, the Company granted certain employees
+Added: an aggregate of 70,393 RSUs.
Compensation as a group amounted to $ 156,251 .
1 unchanged sentence
after issuance.
−Removed: On March 28, 2023, the Company granted certain employees
−Removed: an aggregate of 44,942 RSA’s.
−Removed: Compensation as a group amounted to $ 72,357 .
−Removed: The shares vest one third each year for three years after
−Removed: On March 31, 2023, the Board of Directors resolved
−Removed: that the Company shall issue to Board members an aggregate of 12,500 RSA’s.
−Removed: Compensation as a group amounted to $ 22,750 .
−Removed: vest one year after issuance.
−Removed: On April 10, 2023, the Company granted certain employees
−Removed: an aggregate of 50,000 RSA’s.
−Removed: Compensation as a group amounted to $ 90,000 .
−Removed: The shares vest one third each year for three years after
−Removed: On June 30, 2023, the Board of Directors resolved
−Removed: that the Company shall issue to Board members an aggregate of 12,500 RSAs.
−Removed: Compensation as a group amounted to $ 29,125 .
−Removed: The shares vest
−Removed: one year after issuance.
−Removed: On September 30, 2023, the Board of Directors resolved
−Removed: that the Company shall issue to Board members an aggregate of 12,500 RSAs.
+Added: On March 31, 2024, the Company granted its Board members
+Added: an aggregate of 14,166 RSUs.
Compensation as a group amounted to $ 81,030 .
−Removed: The shares vest
−Removed: one year after issuance.
−Removed: On October 11, 2023, the Company granted certain employees
−Removed: an aggregate of 687 RSA’s.
+Added: The shares vest one year after issuance.
+Added: On April 1, 2024, the Company granted a nonemployee
+Added: consultant an aggregate of 2,660 RSAs.
+Added: Aggregate compensation for the grant was $ 15,002 .
+Added: The shares vested on the grant date.
+Added: On January 3, 2025, the Company granted certain employees
+Added: an aggregate of 11,078 RSUs.
Compensation as a group amounted to $ 54,061 .
−Removed: The shares vest one third each year for three years after
−Removed: On December 31, 2023, the Board resolved that the
−Removed: Company shall issue to Board members an aggregate of 10,000 RSAs Compensation as a group amount of $ 28,751 .
−Removed: The shares vest one year after
+Added: The shares vest one year after issuance.
On January 17, 2025, the Company granted certain employees
−Removed: an aggregate of 70,393 RSAs.
+Added: an aggregate of 19,012 RSUs.
Compensation as a group amounted to $ 79,375 .
1 unchanged sentence
after issuance.
−Removed: On March 31, 2024, the Board resolved that the Company
−Removed: shall issue to Board members an aggregate of 14,166 RSAs.
−Removed: Compensation as a group amounted to $ 81,030 .
−Removed: The shares vest one year
−Removed: after issuance.
−Removed: On April 1, 2024, the Company granted certain employees
−Removed: an aggregate of 2,660 RSAs.
−Removed: Compensation as a group amounted to $ 15,002 .
−Removed: The shares vested on grant.
−Removed: On June 30, 2024, the Board resolved that the Company
−Removed: shall issue to Board members an aggregate of 17,500 RSAs.
+Added: On January 22, 2025, the Company granted a nonemployee
+Added: consultant an aggregate of 1,000 RSAs.
+Added: Aggregate compensation for the grant was $ 4,700 .
+Added: The shares vested on the grant date.
+Added: One June 2, 2025 the Company granted certain employees
+Added: and its Board members an aggregate of 93,993 RSUs.
Compensation as a group amounted to $ 356,233 .
The shares vest one year after
−Removed: A summary of the activity related to RSAs for the year ended December 31,
−Removed: 2024, is presented below:
−Removed: Schedule of activity related to RSAs
−Removed: Restricted Stock Awards (RSAs)
+Added: A summary of the activity related to share-based awards for the year ended
+Added: December 31, 2025, is presented below:
+Added: Schedule of activity related to share-based awards
+Added: Share-based awards (RSUs and RSAs)
Outstanding non-vested at January 1, 2024
1 unchanged sentence
Outstanding non-vested at December 31, 2025
−Removed: Stock-based compensation for RSA’s has been
−Removed: recorded in the consolidated statements of operations and totaled $ 369,658 and $ 190,389 for the years ended December 31, 2024, and 2023,
+Added: Stock-based compensation for share-based awards has
+Added: been recorded in the consolidated statements of operations and totaled $ 498,812 and $ 310,375 for the years ended December 31, 2025, and
2024, respectively.
−Removed: As of December 31, 2024,
−Removed: there was $ 333,225 of total unrecognized compensation expense related to unvested RSUs granted under the Company’s share-based compensation
−Removed: plans that is expected to be recognized over a weighted average period of approximately 1.1 years .
+Added: As a result of the sale of the Company’s Cloud Solutions Business (Note 3) all RSU then-outstanding vested upon
+Added: closing of the sale on September 11, 2025, therefore as of December 31, 2025, there was no unrecognized compensation expense related to
+Added: unvested RSUs granted under the Company’s share-based compensation plans.
+Added: Discontinued Operations
+Added: Stock-based compensation related to discontinued
+Added: operations totaled $ 590,757 and $ 295,589 for the years ended December 31, 2025, and 2024, respectively.
Common Stock Warrants
3 unchanged sentences
Schedule of warrant activity and related information
−Removed: Under Options
Exercise Price
−Removed: Warrant Outstanding at January 1, 2023
+Added: Under Warrants
+Added: Exercise Price
+Added: Warrants Outstanding at January 1, 2024
$ 7.43 - 6.15
−Removed: Warrant Granted
−Removed: Warrant Expired
−Removed: Warrant Outstanding at December 31, 2023
+Added: Warrants Outstanding at December 31, 2024
$ 7.43 - 6.15
−Removed: Warrant Granted
−Removed: Warrant Expired
−Removed: Warrant Outstanding at December 31, 2024
+Added: Settled for cash (Fundamental Transaction)
+Added: Warrants Outstanding at December 31, 2025
$ 7.43 - 6.15
3 unchanged sentences
December 31, 2025 and 2024 was $ 0 .
+Added: Description of July 2021 Warrants and Fundamental
+Added: Included in warrants outstanding as of December 31,
+Added: 2024 were 1,031,250
+Added: Common Stock Purchase Warrants issued by the Company on July 21, 2021 to
+Added: institutional investors (the “July 2021 Warrants”).
+Added: The July 2021 Warrants have an exercise price of $6.15 per share, and
+Added: contained a “Fundamental Transaction” provision stating that upon a merger, change in control, or sale of all or substantially
+Added: all of the Company’s assets, holders of the July 2021 Warrants could, at their option, require the Company to purchase their July
+Added: 2021 Warrants by paying such holders a cash payment equal to the Black-Scholes Value (as such term is defined in the July 2021 Warrants)
+Added: of their July 2021 Warrants (the “Put Right”).
+Added: The Put Right is only available to holders of the July 2021 Warrants in cases
+Added: where the Fundamental Transaction is within the Company’s control.
+Added: In the event a Fundamental Transaction is not within the Company’s
+Added: control, including not approved by the Company’s Board of Directors, the holders of the July 2021 Warrants would receive the same
+Added: form of consideration the holders of Company Common Stock receive.
+Added: On September 11, 2025, the Company completed the sale of its Cloud
+Added: Solutions Business, which sale was previously approved by the Company’s Board of Directors (see Note 3, “Discontinued Operations”).
+Added: This transaction constituted a Fundamental Transaction within the Company’s control, which triggered the cash-settlement provision
+Added: for all outstanding July 2021 Warrants.
+Added: Prior to September 11, 2025, the July 2021 Warrants
+Added: were classified as equity, as the warrants did not obligate the Company (conditionally or unconditionally) to repurchase the shares underlying
+Added: the warrants or issue a variable number of shares, were indexed to the Company’s Common Stock, and met the criteria for classification
+Added: in equity as defined in ASC 815.
+Added: The triggering of the cash-settlement provision on September 11, 2025, required the July 2021 Warrants
+Added: to be reclassified from equity to a liability at their fair value, therefore the Company recognized an initial warrant liability of $2,461,663,
+Added: with a corresponding decrease to Additional Paid-in Capital.
+Added: The warrant liability was subject to remeasurement
+Added: at fair value at each subsequent reporting period, with changes in fair value of $ 215,681 recognized as a component of the Gain on sale
+Added: of discontinued operation, net of tax for the year ended December 31, 2025.
+Added: During September and October 2025, the Company completed
+Added: the final settlement of its outstanding warrant liability.
+Added: The full liability was extinguished through two actions:
+Added: payments totaling $ 2,049,388
+Added: were made to certain holders of July 2021 Warrants to purchase up to 858,750
+Added: shares of Common Stock, upon such holders’ exercise of their Put Right and the Company’s purchase of such warrants and cash
+Added: payment to such holders equal to the Black Sholes Value of their July 2021 Warrants.
+Added: remaining liability balance of $ 196,294
+Added: which related to July 2021 Warrants to purchase up to 172,500 shares of
+Added: Common Stock was reclassified to Additional Paid-in Capital, as the 30-day period for holders to require the Company to purchase such
+Added: July 2021 Warrants at the Black Scholes Value expired on October 11, 2025.
+Added: As of December 31, 2025, there was no remaining liability
+Added: associated with these warrants.
+Added: Fair Value Measurement
+Added: The fair value of the warrant liability is measured
+Added: using the Black-Scholes-Merton option-pricing model, which requires the use of subjective assumptions.
+Added: These inputs are considered Level
+Added: 3 inputs within the fair value hierarchy.
+Added: The key assumptions used in the Black-Scholes-Merton
+Added: model to value the outstanding warrant liability as of September 11, 2025, the transaction date, and as of October 11, 2025, the Put Right
+Added: expiration date, were as follows:
+Added: Schedule of Black-Scholes-Merton
+Added: model to value the outstanding warrant liability
+Added: September 11,
+Added: Exercise Price
+Added: Expected Term (in years)
+Added: Expected Volatility
+Added: Risk-Free Interest Rate
+Added: Expected Dividend Yield
+Added: The expected term represents the remaining contractual life of the warrants.
+Added: The expected volatility is based on the historical volatility of the Company’s
+Added: common stock over a period commensurate with the expected term.
+Added: For purposes of the September
+Added: 11, 2025 fair value, the expected volatility represents the calculation of volatility associated
+Added: with the Put Right, as defined in the July 2021 Warrant.
+Added: Interest Rate:
+Added: The risk-free interest rate is based on the U.S.
+Added: Treasury yield curve in effect at the time of valuation for instruments
+Added: with a similar expected term.
+Added: Expected Dividend Yield:
+Added: The Company has not paid, and does not anticipate paying, any cash dividends on its common stock.
Preferred Stock
Liquidation preference
−Removed: Upon any liquidation, dissolution, or winding up of
−Removed: the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any Common Stock,
−Removed: the holders of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution
−Removed: to stockholders, for each share of Series A Preferred Stock held by such holder, an amount per share of Series A Preferred Stock equal
−Removed: 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
−Removed: Preferred Stock as of the date of the Liquidation Event.
−Removed: No Preferred shares are issued as of December 31, 2024.
−Removed: The number of shares of Common Stock to which a share
−Removed: of Series A Preferred Stock may be converted shall be the product obtained by dividing the Original Issue Price of such share of Series
−Removed: A Preferred Stock by the then-effective Conversion Price (as defined herein) for such share of Series A Preferred Stock.
−Removed: The Conversion
−Removed: Price for the Series A Preferred Stock shall initially be equal to $0.02 and shall be adjusted from time to time.
−Removed: Each holder of shares of Series A Preferred Stock
−Removed: shall be entitled to the number of votes, upon any meeting of the stockholders of the Corporation (or action taken by written consent
−Removed: in lieu of any such meeting) equal to the number of shares of Class B Common Stock into which such shares of Series A Preferred Stock
−Removed: could be converted.
−Removed: Each share of Series A Preferred Stock, in preference
−Removed: to the holders of all common stock, shall entitle its holder to receive, but only out of funds that are legally available therefore, cash
−Removed: 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
−Removed: A Preferred Stock, compounding annually unless paid by the Company.
−Removed: On May 18, 2021, the Company converted 1,401,786 shares
−Removed: of Series A Preferred Stock into 43,806 shares of common stock.
−Removed: Accrued dividends at December 31, 2022, were $ 0 .
−Removed: shares of Series A Preferred Stock outstanding.
+Added: Upon any liquidation, dissolution, or winding up of the Company, whether voluntary
+Added: or involuntary, before any distribution or payment shall be made to the holders of any Common Stock, the holders of Series A Preferred
+Added: Stock shall be entitled to be paid out of the assets of the Company legally available for distribution to stockholders, for each share
+Added: of Series A Preferred Stock held by such holder, an amount per share of Series A Preferred Stock equal to the Original Issue Price (as
+Added: such term is defined in the Certificate of Designations, Preferences and Rights of Series A Preferred Stock of Data Storage Corporation
+Added: (the “Series A COD”)) for such share of Series A Preferred Stock plus all accrued and unpaid dividends on such share of Series
+Added: A Preferred Stock as of the date of the Liquidation Event.
+Added: No shares of Series A Preferred Stock are issued as of December 31, 2025.
+Added: The number of shares of Common Stock into which a share of Series A Preferred
+Added: Stock may be converted shall be the product obtained by dividing the Original Issue Price of such share of Series A Preferred Stock by
+Added: the then-effective Conversion Price (as defined in the Series A COD) for such share of Series A Preferred Stock.
+Added: The current Conversion
+Added: Price for the Series A Preferred Stock is $55.60 and shall be adjusted from time to time.
+Added: Each holder of shares of Series A Preferred Stock shall be entitled to the number
+Added: of votes, upon any meeting of the stockholders of the Company (or action taken by written consent in lieu of any such meeting) equal to
+Added: the number of shares of Common Stock into which such shares of Series A Preferred Stock could be
+Added: Each share of Series A Preferred Stock, in preference to the holders of all
+Added: Common Stock, shall entitle its holder to receive, but only out of funds that are legally available therefore, cash dividends at the rate
+Added: 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
+Added: annually unless paid by the Company.
+Added: There are no shares of Series A Preferred Stock outstanding as of December 31, 2025 or 2024.
Note 6 – Income Taxes
+Added: The Company adopted ASU 2023-09 for the year ended
+Added: December 31, 2025 on a prospective basis.
+Added: A reconciliation between the Company’s effective income tax rate and the federal statutory
+Added: income tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows:
+Added: The components of the Company's (benefit) provision
+Added: for income taxes were as follows:
+Added: of income tax expense benefit
+Added: Year Ended December 31,
+Added: $ ( 1,470,003 )
+Added: $ ( 2,130,439 )
+Added: (Benefit) provision for income tax expense
+Added: $ ( 1,857,136 )
+Added: of income tax expense benefit
+Added: Federal statutory income tax expense
+Added: $ ( 571,900 )
+Added: State income taxes, net of federal income tax effect (a)
+Added: Changes in valuation allowance (b)
+Added: ( 1,052,870 )
+Added: Return to provision adjustments
+Added: Income tax benefit
+Added: $ ( 1,857,136 )
+Added: (a) State taxes in Florida and California made up the majority (greater than 50 percent) of the tax effect in this category.
+Added: (b) The taxable gain generated from the sale of the discontinued operation (discussed below) provided a source
+Added: of income, allowing for the realization of these deferred tax assets which previously did not meet the “more likely than not”
+Added: For comparison purposes, a reconciliation between the Company’s effective
+Added: income tax rate and the federal statutory income tax rate for the year ended December 31, 2024 is as follows:
+Added: Schedule of expected income tax expense benefit
+Added: Federal Statutory Rate
+Added: Other permanent and prior period adjustments
+Added: Valuation allowance
+Added: Income tax provision
+Added: Discontinued Operations
+Added: For the year ended December 31, 2025, the Company
+Added: recorded a pre-tax loss from discontinued operations of $ 69,412 and a related tax benefit of $ 31,624 .
+Added: Separately, the Company completed the sale of its
+Added: discontinued operations, resulting in a pre-tax gain of $ 27,412,686 for the year ended December 31, 2025.
+Added: The Company recorded a provision
+Added: for federal and state income taxes on this gain of $ 7,294,005 .
+Added: This gain is treated as a significant, discrete item for tax purposes.
+Added: The $ 5,131,902 of tax liability is recorded as a component
+Added: of the “Gain on sale of discontinued operations, net of tax” in the Consolidated Statements of Operations, with $1,166,315 recognized
+Added: as “Income taxes payable” on the Consolidated Balance Sheet at December 31, 2025.
+Added: The amount included in Income taxes payable
+Added: at December 31, 2025 is net of estimated tax payments of $ 3,965,587 made during the second half of 2025.
+Added: The cash paid for income taxes during the year ended December 31, 2025
+Added: was as follows:
+Added: Schedule of income taxes
+Added: State and Local
+Added: Tota cash paid for income taxes
The components of deferred taxes are as follows:
2 unchanged sentences
Deferred tax assets:
−Removed: Net operating loss carry forwards
+Added: Net operating loss carryforwards
Operating lease – Right of use asset
2 unchanged sentences
Property and equipment
−Removed: Right of Use Liability
+Added: Lease Liability
+Added: Deferred gain
Total deferred tax liabilities
Valuation Allowance
+Added: ( 1,492,945 )
Net deferred taxes
−Removed: The Company had federal and state net operating
−Removed: tax loss carry-forwards of $ 7,526,435 and $ 11,185,137 , respectively
−Removed: as of December 31, 2024.
−Removed: The tax loss carry-forwards are available to offset future taxable income with the federal and state carry-forwards
−Removed: beginning to expire in 2029 .
−Removed: During the tax year, the Company claimed a tax credit
−Removed: related to the amortization of goodwill for US federal income tax purposes.
−Removed: However, the tax position underlying the credit may not have
−Removed: the appropriate economic substance to support the claim under current US federal income tax law.
−Removed: The Company is recognizing a naked credit
−Removed: associated with goodwill, where the tax deduction has been claimed based on goodwill that may not be associated with a qualifying transaction
−Removed: as required under income tax provisions.
−Removed: As of tax year ended December 31, 2024, management has reviewed the relevant
−Removed: tax laws and believes that the tax positions taken are reasonable.
−Removed: Given the potential for challenge by tax authorities, the Company may
−Removed: be exposed to the risk that the credits taken may not be sustained upon examination, which may result in additional tax liabilities and
−Removed: The amount of any potential tax adjustments to the credits have not been determined at this time.
−Removed: A reconciliation of the Company’s effective
−Removed: income tax rate to the expected income tax rate, computed by applying the federal statutory income tax rate of 21.0% for each of the
−Removed: years ended December 31, 2024 and 2023 to the Company’s loss before provision (benefit) for income taxes, is as follows:
−Removed: Schedule of expected income tax expense benefit
−Removed: Federal Statutory Rate
−Removed: Other permanent and prior period adjustments
−Removed: Valuation allowance
−Removed: Income tax provision
−Removed: Note 10 – Litigation
−Removed: The Company is currently not involved in any litigation
+Added: $ ( 312,334 )
+Added: The Company had no remaining net operating tax loss
+Added: carryforwards as of December 31, 2025.
+Added: The Company’s prior deferred tax liabilities
+Added: included amounts related to the difference between the book basis and tax basis of goodwill acquired in a taxable business combination,
+Added: which is deductible for tax purposes over 15 years.
+Added: Because this deferred tax liability, also known as a ‘naked credit’, relates
+Added: to an indefinite-lived intangible asset (goodwill) that was not previously expected to reverse in the foreseeable future, it was not considered
+Added: a source of taxable income for the purpose of assessing the realization of deferred tax assets.
+Added: During the year ended December 31, 2025, following the sale of the Cloud Solutions
+Added: Business, the Company conducted a Section 382 study through October 31, 2025 to assess whether a change or changes of control, as defined
+Added: in Section 382, have occurred since inception.
+Added: The Company has determined that it has undergone two ownership changes which potentially
+Added: limit the use of the Company’s tax attributes.
+Added: The first ownership change will have no practical impact on the Company since there
+Added: were no pre-change loss attributes identified in the Section 382 study.
+Added: The second ownership change created an annual limitation for the
+Added: 2021 tax year and thereafter.
+Added: However, the recognition of prior unrealized gains during the year ended December 31, 2025 will substantially
+Added: expand the limitation for the 2025 tax year.
+Added: The Company expects these net operating losses to be utilized.
+Added: Note 7 – Equity Investment
+Added: On May 21, 2025, the Company invested $ 100,000
+Added: in TG-17, Inc.
+Added: (“TG-17”), a privately held Delaware corporation, in exchange for shares of TG-17 Series CF Preferred
+Added: The investment represents less than 20% of the outstanding equity of TG-17 and does not convey board representation, control
+Added: rights, or any significant influence over the investee’s operating or financial policies.
+Added: The investment does not have a readily determinable
+Added: fair value, and accordingly, the Company accounts for the investment using the measurement alternative.
+Added: Under this method, the investment
+Added: is recorded at its original cost and is adjusted for any impairment or for observable price changes in orderly transactions for the identical
+Added: or a similar investment of the same issuer.
+Added: As of December 31, 2025, the Company has not identified
+Added: any events or changes in circumstances that would indicate impairment of the investment, nor has it observed any transactions requiring
+Added: a remeasurement of its carrying value.
+Added: The investment is classified as a non-current asset as a component of other long-term assets on
+Added: the Company’s consolidated balance sheet.
+Added: Note 8 – Commitments and Contingencies
+Added: The Company is not currently involved in any litigation
that it believes could have a materially adverse effect on its financial condition or results of operations.
1 unchanged sentence
proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending
−Removed: or, to the knowledge of the executive officers of the Company or any of its subsidiaries, threatened against or affecting DSC, its common
−Removed: stock, any of its subsidiaries or of DSC’s or DSC’s subsidiaries’ officers or directors in their capacities as such,
−Removed: in which an adverse decision could have a material adverse effect.
+Added: or, to the knowledge of the executive officers of the Company or any of its subsidiaries, threatened against or affecting the Company,
+Added: its Common Stock, any of its subsidiaries or of the Company’s or its subsidiaries’ officers or directors in their capacities
+Added: as such, in which an adverse decision could have a material adverse effect.
Note 9 – Related Party Transactions
6 unchanged sentences
2025, and 2024, respectively.
+Added: Nexxis Capital was formed to overcome the Nexxis obstacle of supplying financing for Nexxis clients and
+Added: the relationship was between Nexxis client and Nexxis capital.
Eisner & Maglione CPA’s LLC
Lawrence Maglione is a partner of Eisner & Maglione
−Removed: The Company paid his firm $ 31,352 and $ 34,644 for accounting and due diligence services during the year ended December 31, 2024, and 2023, respectively.
+Added: The Company paid his firm $ 46,262 and $ 31,352 for accounting and due diligence services during the year ended December
+Added: 31, 2025, and 2024, respectively.
+Added: Systems Trading
+Added: On January 1, 2022, the Company entered into a lease
+Added: agreement with Systems Trading, Inc.
+Added: (“Systems Trading”), a technology leasing company established by Harold Schwartz (President),
+Added: where he currently serves as Chief Executive Officer and President, effective January 1, 2022.
+Added: This lease obligation was payable to Systems
+Added: Trading with monthly installments of $ 7,145 and expired on April 1, 2025.
+Added: The lease carried an interest rate of 8%.
+Added: On April 1, 2022, the Company entered into a lease
+Added: agreement with Systems Trading effective May 1, 2022.
+Added: This lease obligation was payable to Systems Trading with monthly installments of
+Added: $ 6,667 and expired on February 1, 2025.
+Added: The lease carried an interest rate of 8%.
+Added: In connection with the vesting of equity awards held
+Added: by Harold Schwartz (a Director and President), the Company erroneously remitted $47,479 in tax withholding obligations during the fourth
+Added: quarter of the year ended December 31, 2025, which was later determined to be an overpayment.
+Added: The related balance reflected in other long-term
+Added: assets at December 31, 2025 represents amounts settled on his behalf against vested equity compensation and does not represent a personal
+Added: loan or extension of credit.
+Added: No such balance existed at December 31, 2024.
Note 10 – Segment Information
−Removed: The Company operates in three reportable
−Removed: CloudFirst, CloudFirst Europe and Nexxis.
−Removed: The Company’s segments were determined based on its internal organizational
−Removed: structure, the manner in which its operations are managed, and the criteria used by the Company’s CODM’s which is its Chief
−Removed: Executive Officer and the senior management team, to evaluate performance, which is generally the segment’s operating income or
−Removed: Operations of:
−Removed: Products and services provided:
−Removed: CloudFirst Technologies Corporation
−Removed: CloudFirst provides services from CloudFirst technological assets deployed in six Tier 3 data centers throughout the USA and Canada.
−Removed: This technology has been developed by CloudFirst.
−Removed: Clients are invoiced for cloud infrastructure and disaster recovery on the CloudFirst platforms.
−Removed: Services provided to clients are provided on a subscription basis on long term contracts.
−Removed: CloudFirst Europe Ltd.
−Removed: CloudFirst Europe Ltd.
−Removed: provides services from CloudFirst technological assets deployed in three Tier 3 data centers throughout the United Kingdom.
−Removed: This technology has been developed by CloudFirst.
−Removed: Clients are invoiced for cloud infrastructure and disaster recovery on the CloudFirst UK platforms.
−Removed: Services provided to clients are provided on a subscription basis on long term contracts.
−Removed: is a single-source solution provider that delivers fully-managed cloud-based voice over internet services, data transport, internet access,
−Removed: and SD-WAN solutions focused on business continuity for today’s modern business environment.
−Removed: The following tables present certain financial information
−Removed: related to the Company’s reportable segments and Corporate:
−Removed: Schedule of financial information related to reportable segments
−Removed: As of December 31, 2024
−Removed: CloudFirst Technologies
−Removed: CloudFirst Europe Ltd.
−Removed: Accounts receivable
−Removed: Prepaid expenses and other current assets
−Removed: Net Property and Equipment
−Removed: Intangible assets, net
−Removed: Operating lease right-of-use assets
−Removed: All other assets
−Removed: Accounts payable and accrued expenses
−Removed: Deferred revenue
−Removed: Deferred tax liability
−Removed: Total Finance leases payable
−Removed: Total Finance leases payable related party
−Removed: Total Operating lease liabilities
−Removed: Total Liabilities
−Removed: As of December 31, 2023
−Removed: CloudFirst Technologies
−Removed: Accounts receivable
−Removed: Prepaid expenses and other current assets
−Removed: Net property and equipment
−Removed: Intangible assets, net
−Removed: Operating lease right-of-use assets
−Removed: All other assets
−Removed: Accounts payable and accrued expenses
−Removed: Deferred revenue
−Removed: Finance leases payable
−Removed: Finance leases payable related party
−Removed: Operating lease liabilities
−Removed: Total liabilities
+Added: Following the sale of its Cloud
+Added: Solutions Business, which consisted of the operations of the Company’s subsidiaries, CloudFirst Technologies Corporation and CloudFirst
+Added: Europe Ltd., on September 11, 2025 (see Note 3 for details), the Company operates in one reportable segment:
+Added: The CloudFirst
+Added: Technologies Corporation and CloudFirst Europe Ltd.
+Added: reportable segments were removed as a result of the sale of the Cloud Solutions Business.
+Added: The Company’s segment
+Added: was determined based on its internal organizational structure, the manner in which its operations are managed, and the criteria used by
+Added: the Company’s CODM which is its Chief Executive Officer, to evaluate performance, which is generally the segment’s operating
+Added: income or losses.
+Added: is a single-source solution provider that delivers fully-managed cloud-based voice over internet services, data transport, internet
+Added: access, and SD-WAN solutions focused on business continuity for today’s modern business environment.
+Added: The following tables present certain financial
+Added: information related to the Company ’ s
+Added: reportable segment and Corporate:
For the year ended December 31, 2025
−Removed: CloudFirst Technologies
−Removed: CloudFirst Europe Ltd.
Cost of sales
4 unchanged sentences
$ ( 3,585,324 )
−Removed: Interest income
−Removed: Interest expense
−Removed: Loss on disposal of equipment
−Removed: Total Other Income (Expense)
−Removed: Income (Loss) before provision for income taxes
$ ( 3,573,702 )
−Removed: $ ( 2,626,786 )
For the year ended December 31, 2024
−Removed: CloudFirst Technologies
−Removed: CloudFirst Europe Ltd.
Cost of sales
2 unchanged sentences
Total operating expenses
−Removed: Income (Loss) from Operations
−Removed: ( 2,639,415 )
−Removed: Interest income
−Removed: Interest expense
−Removed: Total Other Income (Expense)
−Removed: Income (Loss) before provision for income taxes
+Added: Loss from operations
$ ( 3,219,606 )
1 unchanged sentence
Note 11 – Subsequent Events
−Removed: The Company has evaluated
−Removed: events that occurred through March 31, 2025, the date that the financial statements were issued, and determined that there have been no
−Removed: events that have occurred that would require adjustments to the Company’s disclosures in the financial statements.
−Removed: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
+Added: The Company has evaluated events that occurred through the issuance of these
+Added: financial statements, and determined that there have been no events that have occurred that would require adjustments to the Company’s
+Added: disclosures in the financial statements other than as set forth below.
+Added: On December 8, 2025,
+Added: the Company commenced the tender offer (the “Tender Offer”) to purchase up to 6,192,990
+Added: shares of Common Stock, representing approximately 83% of its issued and outstanding shares as of December 1, 2025, at the maximum
+Added: aggregate purchase price for shares purchased in the Tender Offer of $ 32,203,548 .
+Added: The Tender Offer expired on January 12, 2026.
+Added: In accordance with the terms and conditions of
+Added: the Tender Offer, based on the final count, on January 15, 2026, the Company accepted for purchase 5,625,129
+Added: shares of Common Stock at a purchase price of $ 5.20
+Added: per share, for an aggregate cost of $ 29,250,971 ,
+Added: excluding fees, any excise taxes, and expenses relating to the Tender Offer.
+Added: The shares accepted for purchase represent
+Added: approximately 72.0% of the total number of shares of Common Stock outstanding as of December 8, 2025.
+Added: Following the Company’s purchase of the tendered shares and payment
+Added: of the cost of such tendered shares and other related expenses, the Company had 2,167,138
+Added: shares of Common Stock outstanding and retained over $10.0 million in cash.
+Added: On February 9, 2026, the Company’s Board approved the issuance to Charles
+Added: Piluso, the Company’s Chief Executive Officer, of an annual cash bonus for the fiscal year ended December 31, 2025, within the
+Added: limits set forth in his then current employment agreement for annual cash bonuses, and a discretionary equity award of 160,600 restricted
+Added: stock units pursuant to the 2021 Plan, which will vest in full on May 20, 2026.
+Added: On February 13, 2026, the Company entered into an
+Added: amendment to the existing employment agreement with Charles M.
+Added: Piluso, which was effective as of January 1, 2026 and among other things,
+Added: extended the term of the employment agreement for an additional three years.
+Added: Upon execution of the amended employment agreement by the
+Added: Company and Mr.
+Added: Piluso, pursuant to the terms thereof, Mr.
+Added: Piluso received one-time equity awards pursuant to the 2021 Plan, consisting
+Added: of 250,000 stock options and 60,000 restricted stock units, which stock options and restricted stock units will vest one-third on each
+Added: of May 20, 2027, May 20, 2028, and May 20, 2029.
+Added: On February 13, 2026, the Company entered into an
+Added: amendment to the existing employment agreement with Chris H.
+Added: Panagiotakos, the Company’s Chief Financial Officer, which was effective
+Added: as of January 1, 2026 and among other things, extended the term of the employment agreement for an additional three years.
+Added: 13, 2026, the Company’s Board approved the issuance to Chris H.
+Added: Panagiotakos, of an annual cash bonus for the fiscal year ended
+Added: December 31, 2025 within the limits set forth in his then current employment agreement for annual cash bonuses, and a discretionary equity
+Added: award of stock options to purchase up to 125,000 shares of Common Stock and 60,000 restricted stock units pursuant to the 2021 Plan, which
+Added: will vest one-third on each of May 20, 2027, May 20, 2028, and May 20, 2029.
+Added: Note 12 – Restatement of Quarterly Financial Information
+Added: Description of Restatement Adjustments
+Added: In connection with the preparation of the Company’s
+Added: consolidated financial statements for the year ended December 31, 2025, management identified an error in the prior period's accounting
+Added: for the reclassification of the July 2021 Warrants.
+Added: On September 11, 2025, the triggering of a cash-settlement provision required these
+Added: warrants to be reclassified from equity to a liability at fair value.
+Added: Management determined that the initial recognition of the $ 2,461,663
+Added: warrant liability was incorrectly recorded as a component of Gain on sale of discontinued operations, net of tax, rather than as a reduction
+Added: to Additional Paid-in Capital.
+Added: Accordingly, the Company has corrected the prior period financial statements to reflect the initial recognition
+Added: as a debit to equity, with subsequent changes in the fair value of the liability recognized in the consolidated statements of operations.
+Added: The following tables reflect
+Added: the impact of the restatement to the specific line items presented in the Company’s previously reported condensed consolidated financial
+Added: statements for the periods ended September 30, 2025.
+Added: The amounts in the “As
+Added: previously reported” columns are amounts derived from the Company’s previously filed Quarterly Report on Form 10-Q for the
+Added: period ended September 30, 2025.
+Added: The amounts in the “Adjustments” columns present the reclassification of warrant to liability
+Added: impact and related tax effect of the adjustment.
+Added: The amounts in the “As restated” columns are the updated amounts including
+Added: the impacts from the restatement.
+Added: Unaudited Financial Statements
+Added: The following table presents
+Added: the impact of the financial statement adjustments on the Company’s previously reported Condensed Consolidated Balance Sheet as of
+Added: September 30, 2025:
+Added: CONDENSED CONSOLIDATED BALANCE
+Added: Schedule of financial statement adjustments
+Added: September 30, 2025
+Added: As previously reported
+Added: LIABILITIES AND STOCKHOLDERS EQUITY
+Added: Current Liabilities:
+Added: Warrant liability
+Added: $ ( 182,488 )
+Added: Income taxes payable
+Added: Total current liabilities
+Added: Total liabilities
+Added: Stockholders equity:
+Added: Additional paid-in capital
+Added: ( 2,461,663 )
+Added: Accumulated deficit
+Added: ( 2,912,547 )
+Added: Total Data Storage Corporation stockholders equity
+Added: Total stockholders equity
+Added: The following tables present the impact of the financial statement adjustments
+Added: on the Company’s previously reported Condensed Consolidated Statements of Operations for the three and nine months ended September
+Added: CONDENSED CONSOLIDATED STATEMENTS
+Added: OF OPERATIONS
+Added: Three Months Ended September 30, 2025
+Added: As previously reported
+Added: Provision (benefit) for income taxes
+Added: $ ( 1,034,683 )
+Added: $ ( 1,019,677 )
+Added: Loss from continuing operations, net of tax
+Added: Gain on sale of discontinued operation, net of tax
+Added: Net income of discontinued operations
+Added: Income (loss) in non-controlling interest of consolidated subsidiary, net of tax
+Added: Net income attributable to common stockholders
+Added: Earnings per share from discontinued operations basic
+Added: Earnings per share from discontinued operations diluted
+Added: Earnings per share attributable to common stockholders basic
+Added: Earnings per share attributable to common stockholders diluted
+Added: Nine Months Ended September 30, 2025
+Added: As previously reported
+Added: Provision (benefit) for income taxes
+Added: $ ( 1,034,683 )
+Added: $ ( 1,019,677 )
+Added: Loss from continuing operations, net of tax
+Added: ( 1,313,172 )
+Added: ( 1,328,178 )
+Added: Gain on sale of discontinued operation, net of tax
+Added: Net income of discontinued operations
+Added: Income (loss) in non-controlling interest of consolidated subsidiary, net of tax
+Added: Net income attributable to common stockholders
+Added: Earnings per share from discontinued operations basic
+Added: Earnings per share from discontinued operations diluted
+Added: Earnings per share attributable to common stockholders basic
+Added: Earnings per share attributable to common stockholders diluted
+Added: CONDENSED CONSOLIDATED STATEMENTS
+Added: OF CHANGES IN STOCKHOLDERS’ EQUITY
+Added: The following tables present the impact of the financial statement adjustments
+Added: on the Company’s previously reported Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and
+Added: nine months ended September 30, 2025:
+Added: For the Three Months Ended September 30, 2025
+Added: As previously reported
+Added: Additional Paid-in Capital
+Added: Reclassification of warrant to liability
+Added: ( 2,461,663 )
+Added: ( 2,461,663 )
+Added: Balance, September 30, 2025
+Added: $ ( 2,461,663 )
+Added: Accumulated Deficit
+Added: Balance, September 30, 2025
+Added: $ ( 2,912,547 )
+Added: $ ( 267,640 )
+Added: Total Stockholders Equity
+Added: Reclassification of warrant to liability
+Added: ( 2,461,663 )
+Added: ( 2,461,663 )
+Added: Balance, September 30, 2025
+Added: For the Nine Months Ended September 30, 2025
+Added: As previously reported
+Added: Additional Paid-in Capital
+Added: Reclassification of warrant to liability
+Added: ( 2,461,663 )
+Added: ( 2,461,663 )
+Added: Balance, September 30, 2025
+Added: $ ( 2,461,663 )
+Added: Accumulated Deficit
+Added: Balance, September 30, 2025
+Added: $ ( 2,912,547 )
+Added: $ ( 267,640 )
+Added: Total Stockholders Equity
+Added: Reclassification of warrant to liability
+Added: ( 2,461,663 )
+Added: ( 2,461,663 )
+Added: Balance, September 30, 2025
+Added: CONDENSED CONSOLIDATED STATEMENT OF CASH
+Added: The following table presents the impact of the financial statement adjustments
+Added: on the Company’s previously reported Condensed Consolidated Statement of Cash Flows for the nine-month period ended September 30,
+Added: Nine Months Ended September 30, 2025
+Added: As previously reported
+Added: Net income from discontinued operations
+Added: Adjustments to reconcile net income to net cash used in operating activities:
+Added: Gain on sale of discontinued operations
+Added: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
+Added: ON ACCOUNTING AND FINANCIAL DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.