Data Storage Corp
For the period ended Mar 31, 2025. Filed May 15, 2025.
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Mar 31, 2025 · Filed May 15, 2025
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Notes to Condensed Consolidated Financial Statements
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(Unaudited)
Note 1 –Basis of Presentation, Organization and Other Matters
Data Storage Corporation (“DSC” or the “Company”) provides subscription based, long term agreements for disaster recovery solutions, cloud infrastructure, Cyber Security and Voice and Data solutions.
Headquartered in Melville, NY, DSC offers solutions and services to businesses within the healthcare, banking and finance, distribution services, manufacturing, construction, education, and government industries. DSC derives its revenues from subscription services and solutions, managed services, software and maintenance, equipment and onboarding provisioning. DSC maintains infrastructure and storage equipment in ten technical centers in New York, Massachusetts, Texas, North Carolina, Illinois, Canada, England and Scotland.
On May 31, 2021, the Company completed a merger of Flagship Solutions, LLC (“Flagship”) (a Florida limited liability company) and the Company’s wholly-owned subsidiary, Data Storage FL, LLC. Flagship is a provider of Hybrid Cloud solutions, managed services and cloud solutions. On January 1, 2024, Flagship Solutions, LLC was consolidated into the Company’s wholly-owned subsidiary, CloudFirst Technologies Corporation.
On January 27, 2022, the Company formed Information Technology Acquisition Corporation a special purpose acquisition company for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.
On August 12, 2024, the Company established UK Cloud Host Technologies Ltd., a corporation organized under the laws of the United Kingdom, to establish a corporate presence in London and manage the Company’s business operations and affairs throughout Europe. On December 27, 2024, the entity’s name was changed to CloudFirst Europe Ltd.
Note 2 –Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, consisting of (i) CloudFirst Technologies Corporation, a Delaware corporation (“CloudFirst”); (ii) Information Technology Acquisition Corporation, a Delaware corporation; (iii) its majority-owned subsidiary, Nexxis Inc., a Nevada corporation; and (iv) CloudFirst Europe Ltd. (“CloudFirst Europe”). All intercompany transactions and balances have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Issued and Newly Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances reportable segment disclosure requirements primarily through expanded disclosures around significant segment expenses. The Company adopted ASU 2023-07 and it did not have a material impact to its Consolidated Financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of specific categories meeting a quantitative threshold within the income tax rate reconciliation, as well as disaggregation of income taxes paid by jurisdiction. The Company adopted ASU 2023-09 and it did not have a material impact to its Consolidated Financial statements.
On November 2024, the FASB issued Accounting Standards Update (ASU) No. 2024-03,Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses, which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements. The amendments in this pronouncement will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the potential impacts of adoption on its Condensed Consolidated Financial Statements and related disclosures.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
Fair Value Measurement
The Company’s financial instruments include cash, accounts receivable, accounts payable and operating lease commitments. Management believes that the estimated fair values of cash, accounts receivable, and accounts payable as of March 31, 2025, approximate their carrying values due to the short-term nature of these instruments. The carrying values of the Company’s finance lease obligations and capital lease obligations, which may include both short-term and long-term components, approximate their fair values based on comparisons of the applicable interest rates and terms with those currently available to the Company for similar instruments with comparable maturities and credit risk profiles.
The fair value measurement disclosures are grouped into three levels based on valuation factors:
| ● | Level 1 – quoted prices in active markets for identical investments |
| ● | Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs) |
| ● | Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments) |
The Company’s Level 1 assets and liabilities include cash, accounts receivable, marketable securities, accounts payable, prepaid, and other current assets. Management believes the estimated fair value of these accounts at March 31, 2025, approximates their carrying value as reflected in the balance sheets due to the short-term nature of these instruments.
The Company’s Level 2 assets and liabilities include the Company’s finance and operating lease assets and liabilities. The carrying amounts of these leases approximate their fair values, based on a comparison of the lease terms and the Company’s incremental borrowing rates with those of similar leases available in the market.
The Company’s Level 3 assets and liabilities use inputs to determine the fair value are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore discounted cash flow models. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis. Assets and liabilities recognized or disclosed at fair value on the consolidated financial statements on a nonrecurring basis include items such as property, plant and equipment, goodwill, and other intangible assets.
Investments
Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings.
The following table sets forth a summary of the changes in equity investments at cost that are measured at fair value on a non-recurring basis:
| Schedule of changes in equity investments measured at fair value | |
|---|---|
| As of January 1, 2025 | $11,261,006 |
| Purchase of equity investments | 120,906 |
| Sales of equity investments | (975,000) |
| As of March 31, 2025 | $$10,406,912 |
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments and assets subjecting the Company to concentration of credit risk consist primarily of cash, short-term investments and trade accounts receivable. The Company’s cash is maintained at major U.S. and U.K. financial institutions. Deposits in these institutions may exceed the amount of insurance provided on such deposits.
The Company’s customers are primarily concentrated in the United States.
As of March 31, 2025, DSC had two customers with an accounts receivable balance representing 48% and 13% of total accounts receivable. As of December 31, 2024, the Company had two customers with an accounts receivable balance representing 16% and 15% of total accounts receivable.
For the three months ended March 31, 2025, the Company had one customer that individually accounted for approximately 30% of total revenue. The same customer accounted for approximately 32% of total revenue for the three months ended March 31, 2024.
Accounts Receivable/Allowance for Credit Losses
The Company sells its services to customers on an open credit basis. Accounts receivable are uncollateralized, non-interest-bearing customer obligations and are typically due within 30 days. ASC 326 requires the recognition of lifetime estimated credit losses expected to occur for trade accounts receivable. The guidance also requires the Company to pool assets with similar risk characteristics and consider current economic conditions when estimating losses. During the three months ended March 31, 2025, and 2024, the Company recorded an adjustment of $(6,995) and $54,136, respectively, of expected credit losses. Clients invoiced in advance for services are reflected in deferred revenue on the Company’s balance sheet.
Changes in the allowance for expected credit losses for trade accounts receivable are presented in the table below:
| Schedule of Changes in the allowance for expected credit losses for trade accounts receivable | ||
|---|---|---|
| Three months ended March 31, | ||
| 2025 | 2024 | |
| Beginning balance | $31,472 | $7,915 |
| Provision (benefit) | (6,995) | 54,136 |
| Write-offs | 7,356 | — |
| Ending Balance | $17,121 | $62,051 |
Property and Equipment
Property and equipment are recorded at cost and depreciated over their estimated useful lives or the term of the lease using the straight-line method for financial statement purposes. Estimated useful lives for property and equipment are five to seven years. Additions, betterments and replacements are capitalized, while expenditures for repairs and maintenance are charged to operations when incurred. As units of property are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income.
Goodwill and Other Intangibles
The Company assesses goodwill for impairment on an annual basis on December 31, or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company has four reporting units. The Company uses an income-based approach to determine the fair value of the reporting units. This approach uses a discounted cash flow methodology and the ability of the Company’s reporting units to generate cash flows as measures of fair value of its reporting units. The Company performs a qualitative analysis of goodwill and other intangible assets for impairment indicators on at least an annual basis. If this assessment shows impairment indicators the Company will perform an impairment test to determine if the carrying value of a reporting unit exceeds its estimated fair value.
Revenue Recognition
Nature of goods and services
The following is a description of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each:
| 1) | Cloud Infrastructure and Disaster Recovery Revenue |
Cloud Infrastructure provides clients with the ability to migrate their on-premises computing and digital storage to DSC’s enterprise-level technical compute and digital storage assets located in Tier 3 data centers. DSC owns the assets and provides a turnkey solution whereby achieving reliable and cost-effective, multi-tenant IBM Power compute, x86/Intel, flash digital storage, while providing disaster recovery and cyber security while eliminating client capital expenditures. The client pays a monthly fee and can increase capacity as required.
Clients can subscribe to an array of disaster recovery solutions without subscribing to cloud infrastructure. Product offerings provided directly from DSC are High Availability, Data Vaulting and retention solutions, including standby servers which allows clients to centralize and streamline their mission-critical digital information and technical environment while ensuring business continuity if they experience a cyber-attack or natural disaster. Client’s data is vaulted at two data centers with the maintenance of retention schedules for corporate governances and regulations all to meet their back to work objective in a disaster.
| 2) | Equipment and Software |
The Company provides equipment and software and actively participates in collaboration with IBM to provide innovative business solutions to clients. The Company is a partner of IBM and the various software, infrastructure and hybrid cloud solutions are provided to clients.
| 3) | Managed Services |
These services are performed at the inception of a contract. The Company provides professional assistance to its clients during the implementation processes. On-boarding and set-up services ensure that the solution or software is installed properly and function as designed to provide clients with the best solutions. In addition, clients that are managed service clients have a requirement for DSC to offer time and material billing supplementing the client’s staff.
The Company also derives both one-time and subscription-based revenue from providing support, management and renewal of software, hardware, third party maintenance contracts and third-party cloud services to clients. The managed services include help desk, remote access, operating system and software patch management, annual recovery tests and manufacturer support for equipment and on-going monitoring of client system performance.
| 4) | Nexxis Voice over Internet and Direct Internet Access |
The Company provides Voice over Internet Protocol (“VoIP”), Internet access and data transport services to ensure businesses are fully connected to the internet from any location, remote and on premise. The Company provides Hosted VoIP solutions with equipment options for VoIP phones and internet speeds of up to 10Gb delivered over fiber optics.
Disaggregation of revenue
In the following table, revenue is disaggregated by major product line, geography, and timing of revenue recognition.
| Schedule of revenue is disaggregated by major product | |||
|---|---|---|---|
| For the Three Months | |||
| Ended March 31, 2025 | |||
| United States | International | Total | |
| Cloud Infrastructure & Disaster Recovery | $3,138,841 | $220,237 | $3,359,078 |
| Equipment and Software | 3,564,919 | — | 3,564,919 |
| Managed Services | 811,906 | — | 811,906 |
| Nexxis VoIP Services | 307,816 | — | 307,816 |
| Other | 40,037 | — | 40,037 |
| Total Revenue | $7,863,519 | $220,237 | $8,083,756 |
| For the Three Months | |||
|---|---|---|---|
| Ended March 31, 2024 | |||
| United States | International | Total | |
| Cloud Infrastructure & Disaster Recovery | $2,853,249 | $99,646 | $2,952,895 |
| Equipment and Software | 4,084,647 | — | 4,084,647 |
| Managed Services | 843,407 | — | 843,407 |
| Nexxis VoIP Services | 276,467 | — | 276,467 |
| Other | 67,893 | 10,438 | 78,331 |
| Total Revenue | $8,125,663 | $110,084 | $8,235,747 |
| For the Three Months | ||
|---|---|---|
| Ended March 31, | ||
| Timing of revenue recognition | 2025 | 2024 |
| Products transferred at a point in time | $3,604,956 | $1,045,977 |
| Products and services transferred over time | 4,478,800 | 7,189,770 |
| Total Revenue | $8,083,756 | $8,235,747 |
Contract receivables are recorded at the invoiced amount and are uncollateralized, non-interest-bearing client obligations. Provisions for estimated uncollectible accounts receivable are made for individual accounts based upon specific facts and circumstances including criteria such as their age, amount, and client standing.
Sales are generally recorded in the month the service is provided. For clients who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract. During the three months ended March 31, 2025, and 2024, the Company recognized $63,529 and $44,310 in sales that was recorded as deferred revenue as of December 31, 2024 and 2023, respectively.
Transaction price allocated to the remaining performance obligations
The Company has the following performance obligations:
| 1) | Data Vaulting: Subscription-based cloud service that encrypts and transfers data to a secure Tier 3 data center and further replicates the data to a second Tier 3 DSC technical center where it remains encrypted. Ensuring client retention schedules for corporate compliance and disaster recovery. Provides for twenty-four (24) hour or less recovery time and utilizes advanced data reduction, reduplication technology to shorten back-up and restore time. |
| 2) | High Availability: A managed cloud subscription-based service that provides cost-effective mirroring software replication technology and provides one (1) hour or less recovery time for a client to be back in business. |
| 3) | Cloud Infrastructure: subscription-based cloud service provides for “capacity on-demand” for IBM Power and X86 Intel server systems. |
| 4) | Internet: Subscription-based service, offering continuous internet connection combined with FailSAFE which provides disaster recovery for both clients’ voice and data environments. |
| 5) | Support and Maintenance: Subscription based service offers support for clients on their servers, firewalls, desktops or software. Services are provided 24x7x365 to the Company’s clients. |
| 6) | Implementation / Set-Up Fees: Onboarding and set-up for cloud infrastructure and disaster recovery as well as Cyber Security. |
| 7) | Equipment Sales: Sale of servers and data storage equipment to the client. |
| 9) | License: Granting SSL certificates and licenses. |
Disaster Recovery and Business Continuity Solutions
Subscription services allow clients to access data or receive services for a predetermined period of time. As the client obtains access at a point in time and continues to have access for the remainder of the subscription period, the client is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the related performance obligation is considered to be satisfied ratably over the contract term. As the performance obligation is satisfied evenly across the term of the contract, revenue is recognized on a straight-line basis over the contract term.
Initial Set-Up Fees
The Company accounts for set-up fees as a separate performance obligation. Set-up services are performed one-time and accordingly the revenue is recognized at the point in time, and is non-refundable, and the Company is entitled to the payment.
Equipment Sales
The obligation for the equipment sales is such that the control of the product transfer is at a point in time (i.e., when the goods have been shipped or delivered to the client’s location, depending on shipping terms). Noting that the satisfaction of the performance obligation, in this sense, does not occur over time, the performance obligation is considered to be satisfied at a point in time when the obligation to the client has been fulfilled (i.e., when the goods have left the shipping facility or have been delivered to the client, depending on shipping terms).
License - Granting SSL Certificates and Other Licenses
Performance obligations as it relates to licensing is when the control of the product transfers, either at a point in time or over time, depending on the nature of the license. The revenue standard identifies two types of licenses of intellectual property: (i) a right to access intellectual property; and (ii) a right to use intellectual property. To assist in determining whether a license provides a right to use or a right to access intellectual property, ASC 606 defines two categories of intellectual property: Functional and Symbolic. The Company’s license arrangements typically do not require the Company to make its proprietary content available to the client either through a download or through a direct connection. Throughout the life of the contract the Company does not continue to provide updates or upgrades to the license granted. Based on the guidance, the Company considers its license offerings to be akin to functional intellectual property and recognizes revenue at the point in time the license is granted and/or renewed for a new period.
Payment Terms
The typical terms of subscription contracts range from 12 to 36 months, with auto-renew options extending the contract for an additional term. The Company invoices clients one month in advance for its services, in addition to any contractual data overages or for additional services.
Warranties
The Company offers guaranteed service levels and service guarantees on some of its contracts. These warranties are not sold separately and are accounted as “assurance warranties.”
Significant Judgement
In instances where contracts include multiple performance obligations, the Company exercises judgment in determining the standalone selling price for each obligation. Standalone prices are established by evaluating market data for comparable services and considering the Company’s historical pricing practices. The aggregate standalone price of all performance obligations is calculated, and each individual obligation’s proportionate share of the total is determined. This ratio is then applied to the overall contract price to allocate the transaction price among the performance obligations accordingly.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset might not be recoverable. An impairment loss, measured as the amount by which the carrying value exceeds the fair value, is recognized if the carrying amount exceeds estimated un-discounted future cash flows.
Advertising Costs
The Company expenses the costs associated with advertising as they are incurred. The Company incurred $215,242 and $232,240 for advertising costs for the three months ended March 31, 2025, and 2024, respectively.
Stock-Based Compensation
The Company follows the requirements of FASB ASC 718-10-10,Share-Based Payments with regards to stock-based compensation issued to employees and non-employees. The Company has agreements and arrangements that call for stock to be awarded to employees and consultants at various times as compensation and periodic bonuses. The expense for this stock-based compensation is equal to the fair value of the stock price on the day the stock was awarded multiplied by the number of shares awarded. The Company has a relatively low forfeiture rate of stock-based compensation, and forfeitures are recognized as they occur.
The valuation methodology used to determine the fair value of options issued during the period is the Black-Scholes option-pricing model. The Black-Scholes model requires the use of a number of assumptions including the volatility of the stock price, the average risk-free interest rate, and the weighted average expected life of the options. Risk-free interest rates are calculated based on continuously compounded risk-free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common Stock and does not intend to pay dividends on its Common Stock in the foreseeable future. The expected forfeiture rate is estimated based on management’s best assessment.
Estimated volatility is a measure of the amount by which DSC’s stock price is expected to fluctuate each year during the expected life of the award. The Company’s calculation of estimated volatility is based on historical stock prices over a period equal to the expected life of the awards.
Net Income Per Common Share
Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) adjusted for income or loss that would result from the assumed conversion of potential common shares from contracts that may be settled in stock or cash by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.
The following table sets forth the information needed to compute basic and diluted earnings per share for the three months ended March 31, 2025, and 2024:
| Schedule of earning per share basic and diluted | ||
|---|---|---|
| Three Months Ended March 31, | ||
| 2025 | 2024 | |
| Net Income Available to Common Shareholders | $24,078 | $357,102 |
| Weighted average number of common shares - basic | 7,077,913 | 7,090,389 |
| Dilutive securities | ||
| Options | 160,669 | 169,083 |
| Restricted stock units | 167,090 | — |
| Weighted average number of common shares - diluted | 7,405,672 | 7,259,472 |
| Earnings per share, basic | $— | $0.05 |
| Earnings per share, diluted | $— | $0.05 |
The following table sets forth the number of potential shares of common stock that have been excluded from diluted net income per share because their effect was anti-dilutive:
| Schedule of anti-dilutive shares | ||
|---|---|---|
| Three Months Ended March 31, | ||
| 2025 | 2024 | |
| Options | 541,724 | 560,071 |
| Warrants | 2,495,860 | 2,415,860 |
| 3,037,584 | 2,975,931 | |
Note 3 -Prepaids and other current assets
Prepaids and other current assets consist of the following:
| Schedule of prepaids and other current assets | ||
|---|---|---|
| March 31, | December 31, | |
| 2025 | 2024 | |
| Prepaid marketing & promotion | $43,021 | $47,045 |
| Prepaid subscriptions and licenses | 452,709 | 483,170 |
| Prepaid maintenance | 169,373 | 191,552 |
| Prepaid insurance | 88,868 | 67,373 |
| Other | 104,519 | 70,362 |
| Total prepaids and other current assets | $858,490 | $859,502 |
Note 4-Property and Equipment
Property and equipment, consist of the following:
| Schedule of property and equipment | ||
|---|---|---|
| March 31, | December 31, | |
| 2025 | 2024 | |
| Storage equipment | $60,288 | $60,288 |
| Furniture and fixtures | 30,305 | 30,305 |
| Computer hardware and software | 144,636 | 140,288 |
| Data center equipment | 9,449,596 | 9,368,082 |
| Gross Property and equipment | 9,684,825 | 9,598,963 |
| Less: Accumulated depreciation | (6,456,000) | (6,159,307) |
| Net property and equipment | $3,228,825 | $3,439,656 |
Depreciation expense for the three months ended March 31, 2025, and 2024 was $296,593 and $226,051, respectively, of which $4,034 and $2,981, respectively, was allocated to general and administrative expenses and $263,324 and $223,070 respectively, was allocated to cost of goods sold.
Note 5 -Goodwill and Intangible Assets
Goodwill and intangible assets consisted of the following:
| Schedule of goodwill and intangible assets | ||||
|---|---|---|---|---|
| Estimated life in years | Gross amount | March 31, 2025, Accumulated Amortization | Net | |
| Intangible assets not subject to amortization | ||||
| Goodwill | Indefinite | $4,238,671 | $— | $4,238,671 |
| Trademarks | Indefinite | 514,268 | — | 514,268 |
| — | ||||
| Total intangible assets not subject to amortization | 4,752,939 | — | 4,752,939 | |
| Intangible assets subject to amortization | ||||
| Customer lists | 7 | 2,614,099 | 1,701,361 | 845,952 |
| ABC acquired contracts | 5 | 310,000 | 310,000 | — |
| SIAS acquired contracts | 5 | 660,000 | 660,000 | — |
| Non-compete agreements | 4 | 272,147 | 272,147 | — |
| Website and digital assets | 3 | 33,002 | 33,002 | — |
| Total intangible assets subject to amortization | 3,889,248 | 2,976,510 | 845,952 | |
| Total Goodwill and Intangible Assets | $8,642,187 | $2,976,510 | $5,598,891 | |
Scheduled amortization over the next four years are as follows:
| Schedule of amortization over the next five years | |
|---|---|
| Twelve months ending March 31, | |
| 2026 | $267,143 |
| 2027 | 267,143 |
| 2028 | 267,143 |
| 2029 | 44,523 |
| Total | $845,952 |
Amortization expense for the three months ended March 31, 2025, and 2024 was $66,786 and $69,731, respectively.
Note 6-Leases
Operating Leases
The Company currently maintains four leases for office spaces located in Melville, NY, Austin, TX, Miami FL and London UK.
On January 1, 2022, the Company entered into a lease agreement for office space with WeWork in Austin, TX. On September 3, 2024, the Company amended this agreement and is on an eight-month lease agreement with payments of $1,056 per month.
On January 17, 2024, the Company entered into a lease agreement for office space in Melville, NY. The lease commenced on April 1, 2024, and has a term of sixty-seven months. The lease requires monthly payments of $11,931 and expires on October 30, 2029.
In November 2024, the Company entered into an Office Service Agreement with Regus Management Group, LLC for office space located in, Miami, Florida. The lease commenced on December 1, 2024, and has a defined term ending on November 30, 2025. The lease requires monthly payments of $1,000. The space is utilized primarily as a satellite office to support regional operations.
On November 15, 2024, the Company entered into a Service Agreement with IW Group Services (UK) Limited for office space located in London, United Kingdom. The lease commenced on January 1, 2025, and is set to expire on December 31, 2025. The agreement provides workspace and includes monthly lease payments of approximately $1,041.
The Company determines whether an arrangement contains a lease at the inception of the contract. Right-of-Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, while lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date, based on the present value of estimated lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise those options. The Company has elected the practical expedient to exclude leases with terms of 12 months or less from the balance sheet. Lease expense for these short-term leases is recognized on a straight-line basis over the lease term. Variable lease payments that depend on an index or rate are initially measured using the index or rate in effect at the lease commencement date. Other variable payments are recognized in the period in which the obligation is incurred. A discount rate of 9% was used in the preparation of ROU assets and lease liabilities.
The components of lease expense were as follows:
| Schedule of components of lease expense | |
|---|---|
| Finance leases: | |
| Amortization of assets, included in depreciation and amortization expense | $121,923 |
| Interest on lease liabilities, included in interest expense | 489 |
| Operating lease: | |
| Amortization of assets, included in total operating expense | 37,528 |
| Interest on lease liabilities, included in total operating expense | — |
| Total net lease cost | $159,940 |
| Supplemental balance sheet information related to leases was as follows: | |
| Operating Leases: | |
| Operating lease right-of-use asset | $550,653 |
| Current operating lease liabilities | $102,246 |
| Noncurrent operating lease liabilities | 496,691 |
| Total operating lease liabilities | $598,937 |
Supplemental cash flow and other information related to leases were as follows:
| Schedule of supplemental cash flow and other information related to leases | |
|---|---|
| Cash paid for amounts included in the measurement of lease liabilities: | |
| Operating cash flows related to operating leases | $22,993 |
| Financing cash flows related to finance leases | $51,520 |
| Weighted average remaining lease term (in years): | |
| Operating leases | 4.6 |
| Weighted average discount rate: | |
| Operating leases | 9% |
Long-term obligations under the operating and finance leases at March 31, 2025, mature as follows:
| Schedule of long term obligations operating and finance leases | |
|---|---|
| For the Twelve Months Ended March 31, | Operating Leases |
| 2026 | $148,184 |
| 2027 | 153,370 |
| 2028 | 158,738 |
| 2029 | 164,294 |
| 2030 | 99,192 |
| Total lease payments | 732,778 |
| Less: Amounts representing interest | (124,841) |
| Total lease obligations | 598,937 |
| Less: long-term obligations | (496,691) |
| Total current | $102,246 |
As of March 31, 2025, the Company had no additional significant operating or finance leases that had not yet commenced. Rent expense under all operating leases for the three months ended March 31, 2025 and 2024 was $52,958 and $73,303, respectively.
Note 7 -Commitments and Contingencies
As part of the Flagship acquisition the Company acquired a licensing agreement for marketing related materials with a National Football League team. The Company has approximately $756,002 in payments over the next 3 years.
Note 8 -Stockholders’ Equity
Capital Stock
The Company has 260,000,000 authorized shares of capital stock, consisting of 250,000,000 shares of Common Stock, par value $0.001, and 10,000,000 shares of Preferred Stock, par value $0.001 per share.
On July 18, 2024, the Company entered into an Equity Distribution Agreement (the “Agreement”), pursuant to which it may offer and sell, from time to time, shares of its common stock. Sales of shares of common stock under the Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-280881) (the “Registration Statement”) and a related prospectus supplement (the “ATM Prospectus”). The ATM Prospectus relates to the offering of up to $10,600,000 of shares of the Company’s common stock. The issuance and sale, if any, of common stock under the Agreement is subject to the Company maintaining an effective registration statement. The Registration Statement was declared effective on July 26, 2024. To date, the Company has not made any sales under the Agreement.
Common Stock Options
A summary of the Company’s stock option activity and related information follows:
| Schedule of options activity and related information | |||
|---|---|---|---|
| Number of | Weighted | Weighted | |
| Shares | Average | Average | |
| Under | Exercise | Contractual | |
| Options | Price | Life | |
| Options Outstanding at January 1, 2025 | 678,302 | $2.79 | 6.42 |
| Options Granted | 35,767 | 4.61 | 4.86 |
| Exercised | — | — | — |
| Expired/Cancelled | 11,676 | 11,676 | — |
| Options Outstanding at March 31, 2025 | 702,393 | $2.88 | 6.08 |
| Options Exercisable at March 31, 2025 | 398,561 | $2.79 | 5.59 |
Share-based compensation expense recognized for stock options granted totaled $113,883 and $104,163 for the three months ended March 31, 2025, and 2024, respectively. For the period presented, share-based compensation expense was recorded entirely within selling, general and administrative expenses (SG&A) in the condensed consolidated statement of income.
The intrinsic value of outstanding stock options as of March 31, 2025, and 2024 was $798,073 and $653,725, respectively.
The valuation methodology used to determine the fair value of stock options issued during the year was the Black-Scholes option-pricing model. The Black-Scholes model requires the use of a number of assumptions including the volatility of the stock price, the average risk-free interest rate, and the weighted average expected life of stock options.
The risk-free interest rate assumption is based upon observed interest rates on zero-coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the stock options.
Estimated volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate each year during the expected life of the award. The Company’s calculation of estimated volatility is based on historical stock prices of the Company’s stock over a period equal to the expected life of the awards.
As of March 31, 2025, there was $633,250 of total unrecognized compensation expense related to unvested employee stock options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.37 years.
The weighted average fair value of options granted, and the assumptions used in the Black-Scholes model during the three months ended March 31, 2025, and 2024, are set forth in the table below.
| Schedule of weighted average fair value of options granted | ||
|---|---|---|
| 2025 | 2024 | |
| Weighted average fair value of stock options granted | $4.61 | $3.32 |
| Risk-free interest rate | 4.35%-4.47% | 3.94% - 4.21% |
| Volatility | 77%-122% | 126% - 159% |
| Expected life (years) | 3.5-6.0 years | 3.5 – 6.0 years |
| Dividend yield | —% | —% |
Share-Based Awards, restricted stock units (“RSUs”)
A summary of the activity related to RSUs for the three months ended March 31, 2025, is presented below:
| Schedule of activity related to RSUs | ||
|---|---|---|
| Restricted Stock Units (RSUs) | Shares | Fair Value |
| Outstanding non-vested at January 1, 2025 | 214,375 | $2.79 |
| Granted | 31,090 | 4.43 |
| Vested | (78,119) | 2.84 |
| Forfeited | (256) | — |
| Outstanding non-vested at March 31, 2025 | 167,090 | $3.06. |
Stock-based compensation for RSUs has been recorded in the condensed consolidated statements of operations and totaled $112,381 and $67,162 for the three months ended March 31, 2025, and 2024, respectively.
As of March 31, 2025, there was $358,846 of total unrecognized compensation expense related to unvested RSUs granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.2 years.
Preferred Stock
Liquidation preference
Upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any Common Stock, the holders of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to stockholders, for each share of Series A Preferred Stock held by such holder, an amount per share of Series A Preferred Stock equal to the Original Issue Price for such share of Series A Preferred Stock plus all accrued and unpaid dividends on such share of Series A Preferred Stock as of the date of the Liquidation Event. No Preferred shares are issued as of March 31, 2025.
Conversion
The number of shares of Common Stock to which a share of Series A Preferred Stock may be converted shall be the product obtained by dividing the Original Issue Price of such share of Series A Preferred Stock by the then-effective Conversion Price (as defined herein) for such share of Series A Preferred Stock. The Conversion Price for the Series A Preferred Stock shall initially be equal to $0.02 and shall be adjusted from time to time.
Voting
Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes, upon any meeting of the stockholders of the Corporation (or action taken by written consent in lieu of any such meeting) equal to the number of shares of Common Stock into which such shares of Series A Preferred Stock could be converted.
Dividends
Each share of Series A Preferred Stock, in preference to the holders of all common stock, shall entitle its holder to receive, but only out of funds that are legally available therefore, cash dividends at the rate of ten percent (10%) per annum from the Original Issue Date on the Original Issue Price for such share of Series A Preferred Stock, compounding annually unless paid by the Company. There are no shares of Series A Preferred Stock outstanding as of March 31, 2025.
Note 9 –Litigation
The Company is currently not involved in any litigation that it believes could have a materially adverse effect on its financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company or any of its subsidiaries, threatened against or affecting DSC, its common stock, any of its subsidiaries or of DSC’s or DSC’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Note 10 –Related Party Transactions
Nexxis Capital LLC
Charles M. Piluso (Chairman and CEO) and Harold Schwartz (President) collectively own 100% of Nexxis Capital LLC (“Nexxis Capital”). Nexxis Capital was formed to purchase equipment and provide leases to Nexxis Inc.’s customers. The Company received funds from Nexxis Capital of $3,257 and $0 during the three months ended March 31, 2025, and 2024, respectively.
Eisner & Maglione CPA’s LLC
Lawrence Maglione is a partner of Eisner & Maglione CPA’s LLC. The Company paid his firm $6,508 and $6,850 for accounting and due diligence services during the three months ended March 31, 2025, and 2024, respectively.
Note 11 –Segment Information
The Company operates in three reportable segments: CloudFirst, CloudFirst Europe and Nexxis. The Company’s segments were determined based on its internal organizational structure, the manner in which its operations are managed, and the criteria used by the Company’s CODM’s which is its Chief Executive Officer and the senior management team, to evaluate performance, which is generally the segment’s operating income or losses.
| Operations of: | Products and services provided: |
|---|---|
| CloudFirst Technologies Corporation | CloudFirst provides services from CloudFirst’s technological assets deployed in six Tier 3 data centers throughout the USA and Canada. This technology has been developed by CloudFirst. Clients are invoiced for cloud infrastructure and disaster recovery on the CloudFirst platforms. Services provided to clients are provided on a subscription basis on long term contracts. |
| CloudFirst Europe Ltd. | CloudFirst Europe Ltd. provides services from CloudFirst’s technological assets deployed in three Tier 3 data centers throughout the United Kingdom. This technology has been developed by CloudFirst. Clients are invoiced for cloud infrastructure and disaster recovery on the CloudFirst UK platforms. Services provided to clients are provided on a subscription basis on long term contracts. |
|---|
| Nexxis Inc. | Nexxis is a single-source solution provider that delivers fully-managed cloud-based voice over internet services, data transport, internet access, and SD-WAN solutions focused on business continuity for today’s modern business environment. |
|---|
The following tables present certain financial information related to the Company’s reportable segments and Corporate:
| Schedule of financial information related to reportable segments | |||||
|---|---|---|---|---|---|
| As of March 31, 2025 | |||||
| CloudFirst Technologies | CloudFirst Europe Ltd. | Nexxis Inc. | Corporate | Total | |
| Accounts receivable | $5,297,149 | $1,914 | 42,808 | $71,411 | $5,413,282 |
| Prepaid expenses and other current assets | 627,189 | 40,628 | 38,856 | 151,817 | 858,490 |
| Net Property and Equipment | 2,655,790 | 566,335 | 1,847 | 4,853 | 3,228,825 |
| Intangible assets, net | 1,360,220 | — | — | — | 1,360,220 |
| Goodwill | 4,238,671 | — | — | — | 4,238,671 |
| Operating lease right-of-use assets | 550,653 | — | — | — | 550,653 |
| All other assets | — | — | — | 11,280,589 | 11,280,589 |
| Total Assets | $14,729,672 | $608,877 | $83,511 | $11,508,670 | $26,930,730 |
| Accounts payable and accrued expenses | $4,081,570 | 95,976 | 73,161 | 299,817 | 4,550,524 |
| Deferred revenue | 290,827 | — | — | — | 290,827 |
| Deferred tax liability | — | — | — | 39,031 | 39,031 |
| Total Finance leases payable | — | — | — | — | — |
| Total Finance leases payable related party | — | — | — | — | — |
| Total Operating lease liabilities | 598,937 | — | — | — | 598,937 |
| Total Liabilities | $4,971,334 | $95,976 | $73,161 | $338,848 | $5,479,319 |
| As of December 31, 2024 | |||||
|---|---|---|---|---|---|
| CloudFirst Technologies | CloudFirst Europe Ltd. | Nexxis Inc. | Corporate | Total | |
| Accounts receivable | $2,166,440 | $— | 59,018 | $— | $2,225,458 |
| Prepaid expenses and other current assets | 678,123 | 62,842 | 25,056 | 93,481 | 859,502 |
| Net Property and Equipment | 2,858,664 | 574,919 | 2,056 | 4,017 | 3,439,656 |
| Intangible assets, net | 1,427,006 | — | — | — | 1,427,006 |
| Goodwill | 4,238,671 | — | — | — | 4,238,671 |
| Operating lease right-of-use assets | 575,380 | — | — | — | 575,380 |
| All other assets | — | — | — | 12,514,542 | 12,514,542 |
| Total Assets | $11,944,284 | $637,761 | $86,130 | $12,612,040 | $25,280,215 |
| Accounts payable and accrued expenses | $2,514,439 | $80,348 | $78,654 | $509,938 | $3,183,379 |
| Deferred revenue | 212,390 | — | — | — | 212,390 |
| Deferred tax liability | — | — | — | 39,031 | 39,031 |
| Total Finance leases payable | 17,641 | — | — | — | 17,641 |
| Total Finance leases payable related party | 33,879 | — | — | — | 33,879 |
| Total Operating lease liabilities | 621,930 | — | — | — | 621,930 |
| Total Liabilities | $3,400,279 | $80,348 | $78,654 | $548,969 | $4,108,250 |
| For the three months ended March 31, 2025 | |||||
|---|---|---|---|---|---|
| CloudFirst Technologies | CloudFirst Europe Ltd. | Nexxis Inc. | Corporate | Total | |
| Revenue | $7,771,012 | $— | $312,744 | $— | $8,083,756 |
| Cost of sales | 4,966,737 | 85,156 | 171,967 | — | 5,223,860 |
| Gross Profit | 2,804,275 | (85,156) | 140,777 | — | 2,859,896 |
| Selling, general and administrative | 1,391,061 | 341,580 | 147,810 | 708,575 | 2,589,026 |
| Depreciation and amortization | 333,614 | 29,235 | 210 | 320 | 363,379 |
| Total operating expenses | 1,724,675 | 370,815 | 148,020 | 708,895 | 2,952,405 |
| Income (Loss) from Operations | 1,079,600 | (455,971) | (7,243) | (708,895) | (92,509) |
| Interest income | — | — | — | 120,906 | 120,906 |
| Interest expense | (2,009) | — | — | — | (2,009) |
| Loss on disposal of equipment | — | — | — | — | — |
| Total Other Income (Expense) | (2,009) | — | — | 120,906 | 118,897 |
| Income (Loss) before provision for income taxes | $1,077,591 | $(455,971) | $(7,243) | $(587,989) | $26,388 |
| For the three months ended March 31, 2024 | |||||
|---|---|---|---|---|---|
| CloudFirst Technologies | CloudFirst Europe Ltd. | Nexxis Inc. | Corporate | Total | |
| Revenue | $7,954,958 | $— | $280,789 | $— | $8,235,747 |
| Cost of sales | 5,102,635 | — | 166,640 | — | 5,269,275 |
| Gross Profit | 2,852,323 | — | 114,149 | — | 2,966,472 |
| Selling, general and administrative | 1,631,897 | — | 176,879 | 648,703 | 2,457,479 |
| Depreciation and amortization | 294,794 | — | 211 | 193 | 295,198 |
| Total operating expenses | 1,926,691 | — | 177,090 | 648,896 | 2,752,677 |
| Income (Loss) from Operations | 925,632 | — | (62,941) | (648,896) | 213,795 |
| Interest income | — | — | — | 143,369 | 143,369 |
| Interest expense | (11,260) | — | — | — | (11,260) |
| Total Other Income (Expense) | (11,260) | — | — | 143,369 | 132,109 |
| Income (Loss) before provision for income taxes | $914,372 | $— | $(62,941) | $(505,527) | $345,904 |
Note 12 -Subsequent Events
The Company has evaluated events that occurred through the date that the financial statements were issued, and determined that there have been no events that have occurred that would require adjustments to the Company’s disclosures in the financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.