UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. 001-35384
DATA STORAGE CORPORATION
(Exact name of registrant as specified in its charter)December 31, 2014
| NEVADA | 98-0530147 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 401 Franklin Avenue | ||
| Garden City, N.Y | 11530 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 564-4922
Securities registered under Section 12(b) of the Exchange Act:
None
Name of each exchange on which registered: Not applicable
Securities registered under Section 12(g) of the Exchange Act:
Title of each class registered:
Common Stock, par value $.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x
As of June 30, 2014, the last business day of the Registrant's most recently completed second fiscal quarter, the market value of our common stock held by non-affiliates was $1,594,243
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of S-K (§229.405) is contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o Do not check if a smaller reporting company | Smaller reporting company | x |
The number of shares of the registrant’s common stock outstanding as of March 31, 2015 was 36,588,240.
Data Storage Corporation
Table of Contents
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ITEM 1. DESCRIPTION OF BUSINESS
Overview
OVERVIEW OF DATA STORAGE CORPORATION & INDUSTRY:
Data Storage Corporation (“DSC” or “the Company”) is focused on Infrastructure, Disaster Recovery and Analytics. Our mission: Protecting our client’s data, ensuring business continuity, assisting in their compliance requirements and giving our clients better control over their information. We continue to stay on top of this dynamic industry with new solutions and services. Today, the Company owns intellectual property with our email archival and data analysis software, Message Logic. We provide Recovery Clouds for Managed Service Providers, so that these companies can enter the industry of providing Disaster Recovery and Business Continuity solutions at a lower entry point. Our IBM solutions continue to grow with our newly formed joint venture, Secure Infrastructure and Services LLC, leading the way for Infrastructure as a Service on IBM’s Power i systems.
DSC, is a 14 year veteran in cloud storage and cloud computing providing data protection, disaster recovery, business continuity and compliance solutions that assist organizations in protecting their data, minimizing downtime and ensuring regulatory compliance. Serving the rapidly emerging business continuity market, DSC’s clients save time and money, gain more control and better access to data and enable a high level of security for that data. Solutions include: Infrastructure-as-a-Service, data backup, recovery and restore, high availability data replication services; email archive and compliance solutions for e-discovery; continuous data protection; data de-duplication; and virtualized system recovery. DSC has forged relationships with leading organizations.
Headquartered in Garden City, NY, DSC offers its solutions and services to businesses within the healthcare, banking and finance, distribution services, manufacturing, construction, education, and government industries.
Our Continuing Strategy
DSC derives revenues from long-term subscription and professional services contracts related to the implementation of solutions that provide protection of critical computerized data. In 2009, revenues consisted primarily of offsite data backup, de-duplication, continuous data protection, Cloud Disaster Recovery solutions and Electronic Medical Records, protecting information for our clients. In 2010, we expanded our solutions based on the asset acquisition of SafeData. In 2013, we continued to assimilate organizations, expanded our technology, as well as our technical group and positioned the new organization for growth. In October 2012, we purchased the software and assets of Message Logic. We deliver our solutions over highly reliable, redundant and secure fiber optic networks with separate and diverse routes to the internet.
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DSC is positioned to leverage our infrastructure, data center, equipment capacity and leadership team to grow revenue to significant levels. Positioned for organic growth, our strategy will be to grow through acquisition of synergistic solutions. DSC believes opportunities exist to acquire service providers to enhance our products and services portfolio, increase our distribution channels, expand our management and increase our cash flow.
Our objective with acquisitions is to reduce costs through economies of scale while increasing market share and consolidating efforts. We believe that through a strategy of partnership program, as well as acquisition of synergistic service providers we can create significant value.
We believe that the opportunity exists today to acquire and consolidate synergetic companies in this fragmented industry. This strategy will enable DSC to create an international presence and a recognizable premiere brand. The roll up of these technical consulting companies and system integrators will also form a powerful distribution channel for both our current and future service offerings.
DESCRIPTION OF SERVICES AND SOLUTIONS
DSC’s core competencies are the following: Email Archival and Data Analysis, Data Vaulting, Virtual Disaster Recovery and High Availability.
BUSINESS CONTINUITY SOLUTION: The Recovery Cloud:
DSC offers a fully automated service designed to reduce the overall costs associated with backup and recovery of application and file servers that enables organizations to centralize and streamline their data protection process. Business-critical data can be backed up any time while servers are up and running.
The essence of data backup is simply the scheduled movement of “point-in-time” snapshots of data across a network to a remote location. DSC’s disk-to-disk backup and recovery solution is reliable and easy-to-use. As part of this service, DSC offers Continuous Data Protection (“CDP”), delta block processing, data de-duplication and large volume protection.
Significant advantages over traditional backup software:
| ● | immediate off-site backup |
| ● | reduced backup windows |
| ● | elimination of tape management issues |
| ● | minimized costs associated with distributed backups |
| ● | elimination of human intervention |
| ● | encryption of all backed up data |
| ● | optimized bandwidth |
BENEFITS AND FEATURES OF THE RECOVERY CLOUD:
Data Archiving – Lifecycle Management
Backup data must be managed throughout its life cycle to provide the best data protection, meet compliance regulations and to improve recovery time objectives (“RTO”). DSC offers policy-based file archiving and manages archiving and restoration of data from backup sessions, reducing the cost of inactive files on-line. DSC creates restorable point-in-time copies of backup sets for historical reference to meet compliance objectives and creates Certificates of Destruction. All of an enterprise's data can be placed into one of two categories; Critical information which is needed for day-to-day operations and resides in the system's primary storage for fast access; Important information is the historical, legal and regulatory information that can safely be archived to secondary storage, lower cost disk or tapes stored offsite.
Continuous Data Protection (“CDP”)
What if a database is corrupted in the middle of the workday? As data continually mounts in today’s fast paced business environment, organizations need to protect their systems on an ongoing basis, or risk losing mission-critical data, information, and transactions, as well as associated business revenue. CDP solutions employ sophisticated I/O, CPU, and network throttling to achieve efficiency and reliability. Moreover, to protect against connectivity failures and interruptions, CDP features an auto resume mechanism that sustains replication and adapts according to the environment to achieve optimal and predictable performance.
Our technology will identify and propagate only that sector of data to the disaster recovery site, effectively reducing bandwidth and storage consumption. CDP also employs data compression and encryption to maximize network bandwidth utilization and ensure end-to-end security between the primary and DR site.
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Microsoft Exchange
Ensure business-critical e-mail data is protected against application or hardware-based corruption or loss, user error, or a natural disaster with our solution. Designed with ease of use in mind, our solution provides Exchange Server 2000/2003/2007 complete protection down to the individual mailbox or even an individual mail message.
BUSINESS CONTINUTY SOLUTION: Disaster Recovery WITH STAND BY SERVERS: A data recovery solution leveraging electronic vaulting technology and standby servers for businesses with recovery time objectives of 10 hours or less operating on Intel or IBM system i platforms.
Disaster Recovery for Windows and IBM i Series
Organizations may not require real-time recovery. For those with recovery time objectives of 10 hours or less, DSC’s DR Standby Server subscription-based service is a viable option requiring little or no initial capital expenditure.
Available for the IBM System iSeries, UNIX, AIX and Windows operating systems. Instantly transfers data off-site to one of DSC’s secure data centers. All data is encrypted prior to transmission and remains encrypted “in-flight” and “at rest” to ensure protection and to meet today’s compliance standards.
Benefits of DR include:
| ● | fast recovery times (in hours, not days) |
| ● | no tapes to get lost or damaged |
| ● | virtual recovery that fully protects your server investment |
| ● | eliminate data recovery burden on IT resources |
High Availability / Replication for both Windows and IBM I Series
Our cloud-based HA services provide businesses with cost-effective access to best-in-class replication technologies for organizations of all sizes, operating in Windows, IBM iSeries/AS400, MS Windows, UNIX, Linux and AIX environments. For those companies that have recovery time objectives of 1 hour or less, DSC’s HA solution meets the high availability demands of their business. DSC’s HA solution is a subscription-based high availability offering. For a monthly subscription fee and long-term contract, DSC creates and maintains a mirror of its clients’ mission-critical systems and data at a secure off-site data center ensuring their business is “switch ready.” During either planned or unplanned downtime, DSC’s HA solution ensures the business will continue to operate, by providing an essential Infrastructure-as-a-service (IaaS), switchable “mirror” of a client’s data and applications.
In the event of an outage, the DSC system becomes the client’s production system. When the client’s production system is again operational, the DSC server updates the client’s system with any new data. When downtime is planned, the customer can switch to the DSC server and run its production applications.
Benefits of DSC’s HA include:
| ● | data and application availability in one hour or less |
| ● | cost-effective |
| ● | easy to implement and manage |
| ● | reliable backup and recovery |
Cloud Based IBM Power i IaaS:
A fully managed service, offering “capacity on demand” for IBM Power Systems (AS400/IBM i, AIX) and Windows based applications. This infrastructure as a service is secure and reliable solution for enterprises. IBM iSeries infrastructure is provided through our venture with Joint Venture called Secure Infrastructure and Services, LLC. IBM iSeries servers turned up in hours instead of weeks and on demand. Distributed through a partnership network.
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Message Logic
Email Archival & Analytics*: Services designed to keep email and message content safe, secure and accessible with powerful, cost-efficient email and IM archiving, monitoring and retrieval that is flexible, scalable and dependable.
Our MLArchiver has taken email archiving to a new level by combining archiving with advanced analytics. We deliver our technology as the only certified VMware Ready software, and cloud enabled software with partners such as Amazon Web Services, Windows Azure and NASDAQ OMX. We turn all emails into searchable records to meet regulatory and legal search needs and work with companies in all industries including K-12, local government, finance and healthcare which have strict regulatory requirements to archive and produce emails when requested. Our combined analytic engine also identifies potential problems and concerns for management and can alert them and the sender of a possible issue. This has become a major advantage for businesses who deal with personal and confidential information such as social security numbers or for dealing with HR concerns. Emails are introduced as evidence in nearly all court cases and are very often cited in the media. Having a system to manage emails as records with integrity has become a critical function for all organizations.
Benefit of MLArchiver
Ease of Use, Affordable
| ● | Intuitive design for ease of use; yet the features are advanced and powerful. |
Records Management
| ● | Good record keeping is essential for any organization. MLArchiver captures all emails; full-text indexes the message and attachment, applies retention policies and turns emails into non-alterable records. |
Regulatory & Litigation Process
| ● | MLArchiver make responding to regulatory or litigation search requests quick and easy. We meet the Federal Rules of Civil Procedure process for legal discovery and have advanced searching, dynamic folders, tagging, legal hold management and exporting options. |
Compliant
| ● | Nearly all industries have one or more regulations which require them to treat emails as corporate records and produce them when requested. ML is a fully compliant solution. |
Analytics
| ● | 50 custom and standard analytics to let management “Know what is being archived” with real-time alerts. Identify and report on business critical information. |
Employee Access & Email Storage Cost
| ● | Emails older than 6 months are infrequently accessed. MLArchiver provides tools for employee access via web interface or Outlook. Archive storage is lower cost storage for cost reductions. |
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COMPETITION
Many of the companies we compete with have substantially greater name recognition and financial resources than we have, which may limit our opportunity within the market place from a customer standpoint as well as from an acquisition standpoint.
High Availability and Virtual Disaster Recovery Services
The following vendors compete with DSC within the HA and virtual DR services sector: HP Services, IBM Business Continuity and Recovery Services, and SunGard. Recently these companies have expanded into data vaulting to target smaller clients.
Email Archival and Data Analytics:
Email Archival and Data Analytics:
Today there are fewer than 10 competitors in North America. Message Logic offers Software, a cloud managed service and an appliance as options for our customers:
Software competitors: GFI, Mimecast, Symantec Enterprise Vault
Cloud Managed Service: Sonian, Smarsh, Global Relay
Appliance: Barracuda Networks, ArcMail, Jatheon
Data Vaulting
| ● | Information Management and Protection Vendors: Vendors include EMC, i365, Symantec and CommVault. |
| ● | Specialized Vendors: Venyu, which focuses on SMBs in the US. |
| ● | Technology Providers / Service providers. OEM-focused vendors may or may not be service providers, but they have access to a large business based on licensing their technology to other vendors. This includes vendors such as CommVault and i365. Symantec acquired online backup provider SwapDrive. i365, A Seagate Company, acquired EVault in January 2007, renaming it i365. Connected Backup has an established enterprise customer base. IBM Global Technology Services acquired Arsenal Digital Solutions in 2007, adding a range of Online backup services to its portfolio and rebranding it IBM Information Protection Services to Managed Data Vault. Venyu offers two online backup and recovery services: AmeriVault-AV and AmeriVault-EV. Its services protect PCs and servers, and while it focuses mostly on SMBs, it can also support Enterprises. |
CORPORATE HISTORY
To date, DSC consummated (i) a share exchange with Euro Trend Inc. in October 20, 2008, (ii) an asset acquisition of SafeData, LLC (“SafeData”) in June 2010, and (iii) an asset acquisition of Message Logic LLC, (“Message Logic”) in October 2012.
On October 20, 2008 we completed a share exchange agreement whereby we acquired all of the outstanding capital stock and ownership interests of DSC. In exchange we issued 13,357,143 shares of our common stock to the shareholders. This transaction was accounted for as a reverse merger for accounting purposes. Accordingly, DSC, the accounting acquirer, is regarded as the predecessor entity.
On June 17, 2010 we entered into an asset purchase agreement with SafeData, a provider of Cloud Storage and Cloud Computing mostly to IBM’s mid-range equipment users, under which we acquired all right, title and interest in the end user customer base of SafeData and all related current and fixed assets and contracts including the transfer of all of SafeData’s current liabilities arising out of the business or the assets acquired. Pursuant to the Agreement, we paid an aggregate purchase price equal to $3,000,000. Giving effect to certain holdback and contingency clauses as defined in the agreement, we paid $1,229,952 in cash and $850,000 in shares of our common stock as well as assumption of SafeData accounts payable and receivables. In June of 2011, we made a final payment net of holdback of $482,308 and we issued the remaining balance of $150,000 in Common Stock. The final settlement resulted in a gain of $176,497.
On October 31, 2012, DSC purchased the assets of Message Logic including email compliance software all source code to Message Logic’s email archival and data analytics software and select fixed assets. In exchange for the assets, at closing, DSC gave 725,960 shares of its common stock and assumed liabilities of $102,109. The contingent purchase price provides for up to 769,290 additional shares of DSC common stock and $800,000. This contingent purchase price is based upon the achievement of certain metrics at the end of the 7th, 13th, 19th, and 25th month as defined in the asset purchase agreement dated October 31, 2012.
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In November 2012, DSC entered into a joint venture partnership with an IBM partner, ABC Services Inc. to provide an IBM Infrastructure as a service (“IaaS”) offering, marketed under the name Secure Infrastructure & Services, a New York limited liability company. The Company is required to convert ABC Services Inc.’s interest in the joint venture into shares of common stock of the Company upon the Company (i) raising $10 million in financing through a private placement or secondary offering of stock and (ii) the market capitalization of the Company exceeding or equaling $25 million. The value of the membership interest that is converted shall be equal to 200% of the Company’s prior fiscal year GAAP gross revenue, net of sales tax, plus the fair market value of additional assets, as determined by an independent appraiser. The Company shall be required to pay off all amounts owed to the joint venture for services prior to the conversion.
In November 2012, DSC also entered into agreements with Amazon AWS to offer its Message Logic email archiving software through the AWS marketplace and to offer stand-by-server and storage solutions.
In December 2012, DSC was accepted as an IBM Service provider for cloud solutions.
The result of these acquisitions, joint venture and strategic alliances combined with DSC’s legacy disaster recovery and business continuity solutions positions DSC as a potential leader in business to business cloud storage and cloud computing sector specializing in email compliance Software as a Service (SaaS), Windows Infrastructure as a Service (IaaS) and IBM iSeries Platform as a Service (PaaS). DSC will continue to provide our solutions and continue our planned industry consolidations.
As a smaller reporting company, we are not required to provide disclosure pursuant to this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
As a smaller reporting company, we are not required to provide disclosure pursuant to this item.
Our principal office is located at 401 Franklin Avenue, Garden City, NY 11530. This property is partly owned by a director of the Company. Our other properties include data centers located at 875 Merrick Avenue, Westbury, NY 11590, which is owned by our CEO; 115 Second Avenue Waltham, MA 02451 and office space located at 535 Centerville Rd, Warwick RI. Our corporate telephone number is (212) 564-4922.
Except as set forth below we are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting DSC, its common stock, any of its subsidiaries or of DSC’s or DSC’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
The Company has been named as a defendant in a lawsuit filed in New York State Supreme Court, Nassau County, by Richard Rebetti, the Company's former Chief Operating Officer. In the lawsuit, Rebetti v. Data Storage Corp. and Charles M. Piluso, Index No. 14-2504, Rebetti asserts claims for unpaid wages in the amount of $67,392 plus statutory damages and counsel fees. The Company intends to vigorously defend against this action and believes that it has counterclaims against Rebetti, and intends to interpose same in the action.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
LIMITED PUBLIC MARKET FOR COMMON STOCK
A symbol was assigned for our securities so that our securities may be quoted for trading on the OTCBB under symbol "DTST". Minimal trading occurred through the date of this Annual Report based on a limited float. There can be no assurance that a liquid market for our securities will ever develop. Transfer of our common stock may also be restricted under the securities or blue-sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.
| Quarterly ended | Low Price | High Price | ||||||
| March 31, 2013 | $ | 0.04 | $ | 0.10 | ||||
| June 30, 2013 | $ | 0.05 | $ | 0.10 | ||||
| September 30, 2013 | $ | 0.04 | $ | 0.09 | ||||
| December 31, 2013 | $ | 0.07 | $ | 0.09 | ||||
| March 31, 2014 | $ | 0.04 | $ | 0.10 | ||||
| June 30, 2014 | $ | 0.05 | $ | 0.06 | ||||
| September 30, 2014 | $ | 0.03 | $ | 0.20 | ||||
| December 31, 2014 | $ | 0.02 | $ | 0.03 | ||||
HOLDERS OF OUR COMMON STOCK
As March 31, 2015 we had 41 shareholders of record of our Common Stock.
DIVIDEND POLICY
DSC has not declared or paid dividends on common stock since its formation, and do not anticipate paying dividends in the foreseeable future. The declaration or payment of dividends, if any, in the future, will be at the discretion of DSC’s Board and will depend on the then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board. There are no contractual restrictions on our ability to declare or pay dividends. Preferred dividends are accrued quarterly. No Preferred dividends have been paid to date.
EQUITY COMPENSATION PLAN INFORMATION
See “Executive Compensation—“2008 Equity Incentive Plan” and “2010 Incentive Award Plan” on page 44 for DSC’s equity compensation plan information.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
COMPANY OVERVIEW
Data Storage Corporation (“DSC” or “the Company”) is focused on Infrastructure, Disaster Recovery and Analytics. Our mission: Protecting our client’s data, ensuring business continuity, assisting in their compliance requirements and giving our clients better control over their information. We continue to stay on top of this dynamic industry with new solutions and services. Today, the Company owns intellectual property with our email archival and data analysis software, Message Logic. We provide Recovery Clouds for Managed Service Providers, so that these companies can enter the industry of providing Disaster Recovery and Business Continuity solutions at a lower entry point. Our IBM solutions continue to grow with our newly formed joint venture, Secure Infrastructure and Services LLC, leading the way for Infrastructure as a Service on IBM’s Power i systems.
DSC is a 14 year veteran in cloud storage and cloud computing providing data protection, disaster recovery, business continuity and compliance solutions that assist organizations in protecting their data, minimizing downtime and ensuring regulatory compliance. Serving the rapidly emerging business continuity market, DSC’s clients save time and money, gain more control and better access to data and enable a high level of security for that data. Solutions include: Infrastructure-as-a-Service, data backup, recovery and restore, high availability data replication services; email archive and compliance solutions for e-discovery; continuous data protection; data de-duplication; and virtualized system recovery. DSC has forged relationships with leading organizations.
Headquartered in Garden City, NY, DSC offers its solutions and services to businesses within the healthcare, banking and finance, distribution services, manufacturing, construction, education, and government industries.
DSC derives its revenues from the sale and subscription of services and solutions DSC has equipment in several technical centers: New York Metro, Boston, Chicago and New Jersey.
DSC services clients from its staffed technical offices in New York and Rhode Island, which consist of modern offices and a technology suite adapted to meet the needs of a technology based business. DSC’s mission is to provide a high level of service to organizations that need to ensure that their data is intact and available upon demand.
DSC varies its use of resource, technology and work processes to meet the changing opportunities and challenges presented by the market and the internal customer requirements.
RESULTS OF OPERATIONS
Year ended December 31, 2014 as compared to December 31, 2013
Net Sales. Net sales for the year ended December 31, 2014 were $4,012,671 a decrease of $563,627 or 12.39%, compared to $4,576,298 for the year ended December 31, 2013. The decrease is attributable to the assignment of certain customers to the joint venture during 2013-2014.
Cost of Sales. For the year ended December 31, 2014, cost of sales were $2,182,823 a decrease of $401,338 from $2,584,161 for the year ended December 31, 2013. The decrease in cost of sales is the result of lower installation costs for non-recurring sales and lower outsourcing of storage due to the Company’s increased internal storage capacity. The Company's gross margin is 45.6% for the year ended December 31, 2014 as compared to 45.53% for the year ended December 31, 2013.
Operating Expenses. For the year ended December 31, 2014, operating expenses were $2,326,217 a decrease of $476,744 as compared to $2,802,961 for the year ended December 31, 2013. The majority of the decrease in operating expenses for the year ended December 31, 2014 is a result of decreased salaries. Sales salaries decreased $190,369 to $224,908 for the year ended December 31, 2014, as compared to $415,277 for the year ended December 31, 2013. Executive salaries expense decreased $146,525 to $257,896, as compared to $404,421 for the year ended December 31, 2014 and 2013. Employee sales commission expense decreased $51,004 to $19,797, as compared to $70,801for the year ended December 31, 2014 and 2013. This is a result of more new sales being generated by outside distribution channels such as independent contractors, called channel partners, who are paid by commission as opposed to new sales by salaried employees.
Other Income (Expense) Amortization of debt discount for the year ended December 31, 2014 decreased $8,132 to $13,785 from $21,917. Gain on equity method investment increased $48,149 to $15,699 for the year ended December 31, 2014 from a loss of ($32,450) for the year ended December 31, 2013. Interest expense and related debt discounts for the year ended December 31, 2014 increased $46,652 to $166,235 from $119,583 for the year ended December 31, 2013.
Net Loss. Net loss for the year ended December 31, 2014 was ($660,247) a decrease of $324,512 as compared to net loss of ($984,759) for the year ended December 31, 2013. DSC through consolidation of their acquisition of Safe Data is complete with the assimilation and as a result DSC’s net losses have improved.
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LIQUIDITY AND CAPITAL RESOURCES
The consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America (“GAAP”) applicable for a going concern, which assumes that DSC will realize its assets and discharge its liabilities in the ordinary course of business. DSC has been funded by Mr. Charles M Piluso, DSC’s Chief Executive Officer and largest shareholder combined with private placements of DSC’s common stock. DSC has been successful in raising money as needed. Further it is the intention of management to continue to raise money through stock issuances and to fund DSC on an as needed basis. In 2014, we intend to continue to work to increase our presence in the IBM marketplace utilizing our increased technical expertise, capacity for data storage and managed services with our asset acquisition of SafeData.
To the extent we are successful in growing our business, identifying potential acquisition targets and negotiating the terms of such acquisition, and the purchase price includes a cash component, we plan to use our working capital and the proceeds of any financing to finance such acquisition costs. Our opinion concerning our liquidity is based on current information. If this information proves to be inaccurate, or if circumstances change, we may not be able to meet our liquidity needs.
During the year ended December 31, 2014 DSC's cash increased $22,773 to $110,448 from $87,675 at December 31, 2013. Net cash of ($132,799) was provided by DSC's operating activities and cash of $0 was used in investing activities, primarily funding the investment in the joint venture. Net cash of $155,572 was provided by financing activities. This is the result of a $263,887 in advances from a company shareholder and $37,753 due to related party offset by $139,864 in capital lease payments and $6,204 in contingent consideration.
DSC's working capital deficit was $2,551,389 at December 31, 2014, decreasing $575,858 from $3,127,247 at December 31, 2013. The decrease is primarily due to the refinance of short-term lease obligations.
Share Based Compensation
DSC follows the requirements of FASB ASC 718-10-10, Share Based Payments with regard to stock-based compensation issued to employees. DSC has agreements and arrangements that call for stock to be awarded to the employees and consultants at various times as compensation and periodic bonuses. The expense for this stock based compensation is equal to the fair value of the stock price on the day the stock was awarded multiplied by the number of shares awarded.
The valuation methodology used to determine the fair value of the options issued during the year was the Black-Scholes option-pricing model. The Black-Scholes model requires the use of a number of assumptions including volatility of the stock price, the average risk-free interest rate, and the weighted average expected life of the options. The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the warrants and is calculated by using the average daily historical stock prices through the day preceding the grant date.
Estimated volatility is a measure of the amount by which DSC’s stock price is expected to fluctuate each year during the expected life of the award. DSC’s estimated volatility is an average of the historical volatility of peer entities whose stock prices were publicly available. DSC’s calculation of estimated volatility is based on historical stock prices of these peer entities over a period equal to the expected life of the awards. DSC uses the historical volatility of peer entities due to the lack of sufficient historical data of its stock price.
Off-Balance Sheet Arrangements
DSC does not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (“SPE”s).
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CRITICAL ACCOUNTING POLICIES
DSC's financial statements and related public financial information are based on the application of GAAP. GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
RECENTLY ISSUED AND NEWLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation - Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the consolidated financial statements.
We have reviewed all FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
| 11 |
Management does not believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.
OFF-BALANCE SHEET TRANSACTIONS
DSC has no off-balance sheet arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Sensitivity
Interest due on the Company’s loans is based upon the applicable stated fixed contractual rate with the lender. Interest earned on DSC bank accounts is linked to the applicable base interest rate. For the years ended December 31, 2014 and 2013, DSC had interest expense, net of interest income, of $166,235 and $119,584, respectively. DSC believes that its results of operations are not materially affected by changes in interest rates.
DSC’s exposure to market risk is confined to its cash and cash equivalents, all of which have maturities of less than three months and bear and pay interest in U.S. dollars. Since DSC invests in highly liquid, relatively low yield investments, we do not believe interest rate changes would have a material impact on us.
DSC does not hold any derivative instruments and does not engage in any hedging activities.
| 12 |
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
| Index to the Consolidated Financial Statements | Page | |
| Report of Independent Registered Public Accounting Firm | 14 | |
| Consolidated Balance Sheets | 15 | |
| Consolidated Statements of Operations | 16 | |
| Consolidated Statements of Cash Flows | 17 | |
| Consolidated Statements of Stockholders' (Deficit) | 18 | |
| Notes to Consolidated Financial Statements | 19 | |
| 13 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Data Storage Corporation
We have audited the accompanying consolidated balance sheets of Data Storage Corporation as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years then ended. Data Storage Corporation’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Data Storage Corporation as of December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.
| /s/ Rosenberg Rich Baker Berman & Company | |
| Somerset, New Jersey | |
| March 31, 2015 | |
| 14 |
DATA STORAGE CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2014 | 2013 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 110,448 | $ | 87,675 | ||||
| Accounts receivable (less allowance for doubtful accounts of $15,000 in 2014 and $15,000 in 2013) | 114,556 | 258,567 | ||||||
| Prepaid compensation | - | 9,052 | ||||||
| Prepaid expenses and other current assets | 118,768 | 171,584 | ||||||
| Total Current Assets | 343,772 | 526,878 | ||||||
| Property and Equipment: | ||||||||
| Property and equipment | 3,889,799 | 3,859,528 | ||||||
| Less—Accumulated depreciation | (3,188,418 | ) | (2,728,547 | ) | ||||
| Net Property and Equipment | 701,381 | 1,130,981 | ||||||
| Other Assets: | ||||||||
| Goodwill | 2,201,828 | 2,201,828 | ||||||
| Employee loans | 76,100 | 45,730 | ||||||
| Other assets | 5,610 | 3,608 | ||||||
| Intangible assets, net | 449,276 | 658,769 | ||||||
| Investment in joint venture – at equity | 15,699 | - | ||||||
| Total Other Assets | 2,748,513 | 2,909,935 | ||||||
| Total Assets | 3,793,666 | 4,567,794 | ||||||
| LIABILITIES AND STOCKHOLDERS' (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | 741,397 | 984,866 | ||||||
| Revolving credit facility | 100,292 | 100,292 | ||||||
| Due to related party | 245,601 | 207,848 | ||||||
| Dividend payable | 417,060 | 330,811 | ||||||
| Deferred revenue | 470,267 | 703,941 | ||||||
| Leases payable | 220,544 | 736,636 | ||||||
| Loans payable | - | 47,312 | ||||||
| Convertible debt – related parties, net of discount | 700,000 | 186,215 | ||||||
| Contingent collateral obligation | - | 356,204 | ||||||
| Total Current Liabilities | 2,895,161 | 3,654,125 | ||||||
| Deferred rental obligation | 598 | 5,187 | ||||||
| Due to officer | 1,065,762 | 801,875 | ||||||
| Leases payable long-term | 568,959 | 86,180 | ||||||
| Note payable – Enterprise Bank | 350,000 | - | ||||||
| Convertible debt - related parties | - | 500,000 | ||||||
| Total Long-Term Liabilities | 1,985,319 | 1,393,242 | ||||||
| Total Liabilities | 4,880,480 | 5,047,367 | ||||||
| Commitments and contingencies | - | - | ||||||
| Stockholders’ (Deficit): | ||||||||
| Preferred stock, Series A par value $.001; 10,000,000 shares authorized; 1,401,786 shares issued and outstanding in each period | 1,402 | 1,402 | ||||||
| Common stock, par value $0.001; 250,000,000 shares authorized; 36,588,240 and 36,125,845 shares issued and outstanding, respectively | 36,588 | 36,126 | ||||||
| Additional paid in capital | 12,678,811 | 12,540,018 | ||||||
| Accumulated deficit | (13,803,615 | ) | (13,057,119 | ) | ||||
| Total Stockholders' (Deficit) Equity | (1,086,814 | ) | (479,573 | ) | ||||
| Total Liabilities and Stockholders' (Deficit) | $ | 3,793,666 | $ | 4,567,794 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| 15 |
DATA STORAGE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
| Years Ended | ||||||||
| December 31, | ||||||||
| 2014 | 2013 | |||||||
| Sales | $ | 4,012,671 | $ | 4,576,298 | ||||
| Cost of Sales | 2,182,823 | 2,524,911 | ||||||
| Gross Profit | 1,829,848 | 2,051,387 | ||||||
| Selling, General and Administrative | 2,326,217 | 2,862,211 | ||||||
| Loss from Operations | (496,369 | ) | (810,824 | ) | ||||
| Other Income (Expense) | ||||||||
| Interest income | 57 | 15 | ||||||
| Amortization of debt discount | (13,785 | ) | (21,917 | ) | ||||
| Other income | 386 | - | ||||||
| Net gain (loss) on equity method investment | 15,699 | (32,450 | ) | |||||
| Interest expense | (166,235 | ) | (119,583 | ) | ||||
| Total Other (Expense) | (163,878 | ) | (173,935 | ) | ||||
| Loss Before Provision for Income Taxes | (660,247 | ) | (984,759 | ) | ||||
| Provision for Income Taxes | - | - | ||||||
| Net Loss | (660,247 | ) | (984,759 | ) | ||||
| Preferred Stock Dividend | (86,249 | ) | (118,311 | ) | ||||
| Net Loss Available to Common Shareholders | $ | (746,496 | ) | $ | (1,103,070 | ) | ||
| Loss per Share – Basic and Diluted | $ | (0.01 | ) | $ | (0.03 | ) | ||
| Weighted Average Number of Shares - Basic and Diluted | 36,253,795 | 33,319,994 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 16 |
DATA STORAGE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years Ended | ||||||||
| December 31, | ||||||||
| 2014 | 2013 | |||||||
| Net loss | $ | (660,247 | ) | $ | (984,759 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 669,364 | 784,514 | ||||||
| Amortization of debt discount | 13,785 | 21,917 | ||||||
| Non-cash interest expense | 56,877 | 62,356 | ||||||
| Net (gain) loss on equity method investment | (15,699 | ) | 32,450 | |||||
| Deferred compensation | 9,052 | 8,510 | ||||||
| Allowance for doubtful accounts | - | (11,801 | ) | |||||
| Stock-based compensation | 139,255 | 490,386 | ||||||
| Changes in Assets and Liabilities: | ||||||||
| Accounts receivable | 144,011 | (45,282 | ) | |||||
| Other assets | (2,002 | ) | 8,040 | |||||
| Prepaid expenses and other current assets | 52,816 | 13,168 | ||||||
| Employee loan | (30,370 | ) | (35,730 | ) | ||||
| Accounts payable and accrued expenses | (271,378 | ) | (292,072 | ) | ||||
| Deferred revenue | (233,674 | ) | (18,717 | ) | ||||
| Deferred rent | (4,589 | ) | (9,216 | ) | ||||
| Net Cash Provided by (Used in) Operating Activities | (132,799 | ) | 23,764 | |||||
| Cash Flows from Investing Activities: | ||||||||
| Capital expenditures | - | (8,425 | ) | |||||
| Investment in joint venture | - | (32,450 | ||||||
| Net Cash Used in Investing Activities | - | (40,875 | ) | |||||
| Cash Flows from Financing Activities: | ||||||||
| Due to related party | 37,753 | 45,044 | ||||||
| Proceeds from the issuance of common stock | - | 27,596 | ||||||
| Issuance of convertible debt | - | 200,000 | ||||||
| Repayments of capital lease obligations | (139,864 | ) | (274,850 | ) | ||||
| Repayments of loan obligations | - | - | ||||||
| Repayment of contingent consideration | (6,204 | ) | (9,315 | ) | ||||
| Advances from shareholder | 263,887 | 43,555 | ||||||
| Net Cash Provided by (Used in) Financing Activities | 155,572 | (32,030 | ) | |||||
| Increase (Decrease) in Cash and Cash Equivalents | 22,773 | 14,919 | ||||||
| Cash and Cash Equivalents, Beginning of Year | 87,675 | 72,756 | ||||||
| Cash and Cash Equivalents, End of Year | $ | 110,448 | $ | 87,675 | ||||
| Cash paid for interest | $ | 79,557 | $ | 39,065 | ||||
| Cash paid for income taxes | $ | - | $ | 8,824 | ||||
| Non cash investing and financing activities: | ||||||||
| Stock issued in connection with Message Logic | $ | - | $ | - | ||||
| Accrual of preferred stock dividend | $ | 86,249 | $ | 118,311 | ||||
| Warrants issued with convertible debt | $ | - | $ | 35,702 | ||||
| Fixed assets acquired under capital leases | $ | 30,271 | $ | - | ||||
| Stock issued for financing fees | $ | - | $ | - | ||||
| Stock issued for compensation | $ | - | $ | 263,433 | ||||
| Additional costs incurred in lease refinancing | $ | 28,968 | $ | - | ||||
| Cashless exercise of stock options | $ | 462 | $ | - | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| 17 |
DATA STORAGE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT)
| Preferred Stock | Common Stock | Additional Paid in | Accumulated | |||||||||||||||||||||||||
| Description | Shares | Amount | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||
| Balance January 1, 2013 | 1,401,786 | 1,402 | 33,165,915 | 33,166 | 12,042,623 | (11,954,049 | ) | 123,142 | ||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 214,940 | - | 214,940 | |||||||||||||||||||||
| Stock grant to corporate officer | - | - | 2,959,930 | 2,960 | 291,029 | - | 293,989 | |||||||||||||||||||||
| Warrants issued with convertible debt | - | - | - | - | 35,702 | - | 35,702 | |||||||||||||||||||||
| Amortization of financing fees | - | - | - | - | (44,276 | ) | - | (44,276 | ) | |||||||||||||||||||
| Net loss | - | - | - | - | - | (984,759 | ) | (984,759 | ) | |||||||||||||||||||
| Preferred stock dividend | - | - | - | - | - | (118,311 | ) | (118,311 | ) | |||||||||||||||||||
| Balance December 31, 2013 | 1,401,786 | 1,402 | 36,125,845 | 36,126 | 12,540,018 | (13,057,119 | ) | (479,573 | ) | |||||||||||||||||||
| Stock-based compensation | - | - | - | - | 139,255 | - | 139,255 | |||||||||||||||||||||
| Stock grant to corporate officer | - | - | - | - | - | - | - | |||||||||||||||||||||
| Stock option exercised | - | - | 462,395 | 462 | (462 | ) | - | - | ||||||||||||||||||||
| Amortization of financing fees | - | - | - | - | - | - | - | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (660,247 | ) | (660,247 | ) | |||||||||||||||||||
| Preferred stock dividend | - | - | - | - | - | (86,249 | ) | (86,249 | ) | |||||||||||||||||||
| Balance December 31, 2014 | 1,401,786 | $ | 1,402 | 36,588,240 | $ | 36,588 | $ | 12,678,811 | $ | (13,803,615 | ) | $ | (1,086,814 | ) | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| 18 |
DATA STORAGE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2014 AND 2013
Note 1 - Basis of Presentation, Organization and Other Matters
Headquartered in Garden City, N.Y., Data Storage Corporation (“DSC” or the “Company”) offers its solutions to businesses within the healthcare, banking and finance, distribution services, manufacturing, construction, education, and government industries.
DSC derives revenues from long term subscription services and professional services related to implementation of cloud based services providing businesses in the education, government and healthcare industries protection of critical data, as well as, compliance for the clients email. In 2009 revenues consisted primarily of offsite data backup, de-duplication, continuous data protection and Cloud Disaster Recovery solutions, protecting information for our clients. In 2010 DSC expanded its solutions based on the asset acquisition of SafeData. In 2012 DSC continued to assimilate organizations, expanded its technology as well as technical group and positioned the new organization for growth. In October 2012 DSC purchased the email archive and data analytics software and assets of Message Logic. DSC has equipment for cloud storage and cloud computing in our data centers in Illinois, Massachusetts, New Jersey, and New York. DSC delivers its solutions over highly reliable, redundant and secure fiber optic networks with separate and diverse routes to the Internet. The network and geographical diversity is important to clients seeking storage hosting and disaster recovery solutions, ensuring protection of data and continuity of business in the case of a network interruption.
Liquidity
The consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. For the year ended December 31, 2014, the Company has generated revenues of $4,012,671 but has incurred a net loss of $660,247. Its ability to continue as a going concern is dependent upon achieving sales growth, reduction of operation expenses and ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations. The Company has been funded by the Mr. Charles M. Piluso, the Company’s Chief Executive Officer (“CEO”) and largest shareholder since inception, as well as several Directors. It is the intention of Mr. Piluso to continue to fund the Company on an as needed basis.
| 19 |
Note 2 - Summary of Significant Accounting Policies
Stock Based Compensation
The Company follows the requirements of FASB ASC 718-10-10, Share Based Payments with regard to stock-based compensation issued to employees. The Company has various employment agreements and consulting arrangements that call for stock to be awarded to the employees and consultants at various times as compensation and periodic bonuses. The expense for this stock-based compensation is equal to the fair value of the stock that was determined by using closing price on the day the stock was awarded multiplied by the number of shares awarded. The Company records its options at fair value using the Black-Scholes valuation model.
Recently Issued and Newly Adopted Accounting Pronouncements
In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation - Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance; therefore there is no anticipation of any effect to the consolidated financial statements.
We have reviewed all FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
| 20 |
Management does not believe there would have been a material effect on the accompanying consolidated financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiary, DSC, a Delaware Corporation. All significant inter-company transactions and balances have been eliminated in consolidation.
Equity Investments
Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method. The Company’s share of its equity method investee’s earnings or losses is included in other income in the accompanying Consolidated Statements of Operations.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
Estimated Fair Value of Financial Instruments
The Company's financial instruments include cash, accounts receivable, accounts payable, line of credit and due to related parties. Management believes the estimated fair value of these accounts at December 31, 2014 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments. The carrying values of certain of the Company’s notes payable and capital lease obligations approximate their fair values based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace.
Cash, Cash Equivalents and Short-Term Investments
The Company considers all highly liquid investments with an original maturity or remaining maturity at the time of purchase, of three months or less to be cash equivalents.
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments and assets subjecting the Company to concentration of credit risk consist primarily of cash and cash equivalents, short-term investments and trade accounts receivable. The Company's cash and cash equivalents are maintained at major U.S. financial institutions. Deposits in these institutions may exceed the amount of insurance provided on such deposits.
The Company's customers are primarily concentrated in the United States.
The Company provides credit in the normal course of business. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts on factors surrounding the credit risk of specific customers, historical trends, and other information.
For the years ended December 31, 2014 and 2013 DSC did not have any customer concentrations.
Accounts Receivable/Allowance for Doubtful Accounts
The Company sells its services to customers on an open credit basis. Accounts receivable are uncollateralized, non-interest-bearing customer obligations. Accounts receivables are due within 30 days. The allowance for doubtful accounts reflects the estimated accounts receivable that will not be collected due to credit losses and allowances. Provisions for estimated uncollectible accounts receivable are made for individual accounts based upon specific facts and circumstances including criteria such as their age, amount, and customer standing. Provisions are also made for other accounts receivable not specifically reviewed based upon historical experience. Clients are invoiced in advance for services as reflected in deferred revenue on the Company’s balance sheet.
| 21 |
Property and Equipment
Property and equipment is recorded at cost and depreciated over their estimated useful lives or the term of the lease using the straight-line method for financial statement purposes. Estimated useful lives in years for depreciation are 5 to 7 years for property and equipment. Additions, betterments and replacements are capitalized, while expenditures for repairs and maintenance are charged to operations when incurred. As units of property are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At December 31, 2014, the Company had a full valuation allowance against its deferred tax assets.
Goodwill and Other Intangibles
In accordance with GAAP, the Company tests goodwill and other intangible assets for impairment on at least an annual basis. Goodwill impairment exists if the net book value of a reporting unit exceeds its estimated fair value. The impairment testing is performed in two steps: (i) the Company determines impairment by comparing the fair value of a reporting unit with its carrying value, and (ii) if there is impairment, the Company measures the amount of impairment loss by comparing the implied fair value of goodwill with the carrying amount of that goodwill. To determine the fair value of these intangible assets, the Company uses many assumptions and estimates using a market participant approach that directly impact the results of the testing. In making these assumptions and estimates, the Company uses industry accepted valuation models and set criteria that are reviewed and approved by various levels of management.
In September 2011, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2011-08, "Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment", to allow entities to use a qualitative approach to test goodwill for impairment. ASU 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The Company adopted ASU 2011-08 in fiscal 2013 and thus performed a qualitative assessment. This adoption did not have a material impact on the Company's consolidated financial statements.
Revenue Recognition
The Company’s revenues consist principally of cloud storage and cloud computing revenues, SaaS and IaaS. Storage revenues consist of monthly charges related to the storage of materials or data (generally on a per unit basis). Sales are generally recorded in the month the service is provided. For customers who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract. Set up fees charged in connection with storage contracts are deferred and recognized on a straight line basis over the life of the contract.
Impairment of Long-Lived Assets
In accordance with FASB ASC 360-10-35, we review our long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset might not be recoverable. An impairment loss, measured as the amount by which the carrying value exceeds the fair value, is recognized if the carrying amount exceeds estimated undiscounted future cash flows.
Advertising Costs
The Company expenses the costs associated with advertising as they are incurred. The Company incurred $85,048 and $86,768 for advertising costs for the years ended December 31, 2014 and 2013, respectively.
Net Income (Loss) per Common Share
In accordance with FASB ASC 260-10-5 Earnings per Share, basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) adjusted for income or loss that would result from the assumed conversion of potential common shares from contracts that may be settled in stock or cash by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The inclusion of the potential common shares to be issued has an anti-dilutive effect on diluted loss per share and therefore they are not included in the calculation. The inclusion of the potential common shares to be issued has an anti-dilutive effect on diluted loss per share and therefore they are not included in the calculation. Potentially dilutive securities at December 31, 2014 include 6,280,560 options and 133,334 warrants.
| 22 |
Note 3 - Property and Equipment
Property and equipment, at cost, consist of the following:
| December 31, | ||||||||
| 2014 | 2013 | |||||||
| Storage equipment | $ | 2,205,243 | $ | 2,205,243 | ||||
| Website and software | 622,667 | 622,667 | ||||||
| Furniture and fixtures | 23,861 | 23,861 | ||||||
| Computer hardware and software | 91,687 | 91,687 | ||||||
| Data center equipment | 946,341 | 916,070 | ||||||
| 3,889,799 | 3,859,528 | |||||||
| Less: Accumulated depreciation | 3,188,418 | 2,789,547 | ||||||
| Net property and equipment | $ | 701,381 | $ | 1,130,981 | ||||
Depreciation expense for the years ended December 31, 2014 and 2013 was $459,871 and $539,522, respectively.
Note 4 - Goodwill and Intangible Assets
Goodwill and intangible assets consisted of the following:
| December 31, 2014 | ||||||||||||
| Estimated life in years | Gross amount | Accumulated Amortization | ||||||||||
| Goodwill | Indefinite | $ | 2,201,828 | - | ||||||||
| Intangible Assets | ||||||||||||
| Intangible assets not subject to amortization | ||||||||||||
| Trademarks | Indefinite | 294,268 | - | |||||||||
| Intangible assets subject to amortization | ||||||||||||
| Customer list | 5 - 15 | 897,274 | 742,266 | |||||||||
| Non-compete agreements | 4 | 262,147 | 262,147 | |||||||||
| Total Intangible Assets | 1,453,689 | 1,004,413 | ||||||||||
| Total Goodwill and Intangible Assets | $ | 3,655,517 | $ | 1,004,413 | ||||||||
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Scheduled amortization over the next five years as follows:
| Years ending December 31, | ||||
| 2015 | 98,844 | |||
| 2016 | 30,635 | |||
| 2017 | 25,529 | |||
| Total | $ | 155,008 | ||
Amortization expense for the years ended December 31, 2014 and 2013 were $209,493 and $244,992 respectively.
Note 5 – Investment in Joint Venture At Equity
The Company has a 50% non-controlling ownership interest in Secure Infrastructure & Services, LLC who provides infrastructure-as-a-Service (IaaS) for IBM iSeries and AIX v7 systems, Power HA services and network infrastructure hardware and services as needed to support the IaaS and PowerHA implementation and ongoing needs for customers and services sold under the Company. ASC 810 requires the Company to evaluate non-consolidated entities periodically and as circumstances change to determine if an implied controlling interest exists. During 2013, the Company evaluated this equity investment and concluded that this is a variable interest entity and the Company is not the primary beneficiary. Secure Infrastructure & Services, LLC’s fiscal year end is December 31.
The following presents unaudited summary financial information for Secure Infrastructure & Services, LLC. Such summary financial information has been provided herein based upon the individual significance of this unconsolidated equity investment to the consolidated financial information of the Company.
| Year Ended December 31, 2014 | ||||
| Current assets | $ | 250,480 | ||
| Non-current assets | $ | 68,973 | ||
| Current liabilities | $ | 290,817 | ||
| Members' equity | $ | 28,636 | ||
The equity balance carried on the Company's balance sheet amounts to $15,699 for the year ended December 31, 2014.
| Year Ended December 31, 2014 | ||||
| Net sales | $ | 957,882 | ||
| Gross profit | $ | 255,032 | ||
| Operating expenses | $ | 280,134 | ||
| Other income | $ | 56,500 | ||
| Net income(loss) | $ | 31,398 | ||
The Company's share of the net income from Secure Infrastructure & Services, LLC for the year ended December 31, 2014 was $15,699.
Note 6 – Capital Lease Obligations
The Company entered into a new lease agreement with Systems Trading, Inc. on May 1, 2014 to refinance all outstanding leases into one capital lease. This lease obligation is payable to Systems Trading, Inc. with monthly installments of $21,826 from June 1, 2014 through May 1, 2018. This lease is secured with the computer equipment and has been capitalized. Pursuant to Accounting Standards Codification (“ASC”) 470-50-40, Debt Modifications and Extinguishments-Derecognition, the Company determined that modification accounting applied to the refinancing. The new capital lease obligation has an effective interest rate of 7.22%.
Future minimum lease payments under the capital leases are as follows:
| As of December 31, 2014 | $ | 873,048 | ||
| Less amount representing interest | (83,546 | ) | ||
| Total obligations under capital leases | 789,502 | |||
| Less current portion of obligations under capital leases | (220,544 | ) | ||
| Long-term obligations under capital leases | $ | 568,958 |
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Long-term obligations under capital leases at December 31, 2014 mature as follows:
| Year ending December 31, | ||||
| 2015 | $ | 220,544 | ||
| 2016 | 234,146 | |||
| 2017 | 248,588 | |||
| 2018 | 86,224 | |||
| $ | 789,502 | |||
The assets held under the capital leases are included in property and equipment as follows:
| Equipment | $ | 1,603,461 | ||
| Less: accumulated depreciation | 1,212,222 | |||
| $ | 391,239 |
Note 7 - Commitments and Contingencies
Revolving Credit Facility
On January 31, 2008 the Company entered into a revolving credit line with a bank. The credit facility provides for $100,000 at prime plus 0.5%, 3.75% at December 31, 2014, and is secured by all assets of the Company and personally guaranteed by the Company’s principal shareholder. As of December 31, 2014, the Company owed $100,292 under this agreement.
Contingent Collateral Obligation
In connection with the 2012 acquisition of Message Logic, LLC, the Company acquired software subject to a UCC filing in the amount of $350,000 plus accrued interest. The Company believes that it will pay this lien regardless of whether they are required to pay any of the contingent purchase price and accordingly the liability has been recorded on the Company's consolidated balance sheet. On September 5, 2014 the Company entered into an agreement whereby the Company will pay all arrears interest over 7 months at $3,910 per month. In addition, the Company has agreed to make monthly interest payments at $1,553 per month with the principal balance of $350,000 payable on April 30, 2016. It is upon signing of this agreement the contingent collateral obligation became classified as a note payable as opposed to its original contingent collateral obligation on the consolidated balance sheet.
Operating Leases
The Company currently leases office space in Garden City, NY, and Warwick, RI.
The lease for office space in Garden City, NY calls for escalating monthly payments ranging from $6,056 to $6,617 plus a portion of the operating expenses through June 2014. This lease was renewed for an additional year through June 30, 2015 at the rate of $6,617 per month.
The lease for office space in Warwick, RI calls for monthly payments of $2,324 beginning February 1, 2014 which escalates to $2,460 on February 1st 2017. This lease commenced on February 1, 2014 and continues through January 31, 2019.
Minimum obligations under these lease agreements are as follows:
| For the Year Ending December 31, | ||||
| 2015 | $ | 67,596 | ||
| 2016 | 27,888 | |||
| 2017 | 29,384 | |||
| 2018 | 29,520 | |||
| Thereafter | 2,460 | |||
| $ | 156,848 | |||
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Rent expense for the year ended December 31, 2014 and 2013 was $121,886 and $151,693 respectively.
Other Leases
The Company currently leases data centers in Westbury, NY and Waltham, MA.
The Company leases a data center in Westbury, NY on a month to month basis. Monthly rent is $1,500, plus utilities and the lease is with the Chairman of the Company.
The Company leases space in a data center in Waltham, MA. The lease calls for monthly payments under an annually renewable contract for space and services. The payments are approximately $29,000 per month depending upon services used and the current contract expires January 31, 2019.
Note 8 - Related Party Transactions
Due to related party represents rent accrued to a partnership controlled by Mr. Piluso for the New York Data Center in New York. The rent expense for the data center is $1,500 per month plus electric service. As of December 31, 2014 and 2013, the Company owed this related party $245,601 and $207,848, respectively.
Charles Piluso, CEO, from time to time advances the Company money to fund the business. These advances bear no interest and have no stated terms of repayment. As of December 31, 2014 and 2013, the Company owed Mr. Piluso $1,065,762 and $801,875, respectively.
Note 9 – Convertible Debt
Related Party
On January 31, 2012 the Company entered into a $500,000 convertible promissory note with a director of the company. The note is convertible into the Company's common stock at $0.85 per share and carries interest at 10%. Interest is payable quarterly through the maturity date of January 31, 2015. DSC has accrued interest on this note totaling $100,000 and is in arrears on its interest payments.
On February 28, 2013 the Company entered into a $100,000 convertible promissory note with a director of the company carries interest at 10%. Interest is payable quarterly through the maturity date of February 28, 2014. The Company issued 66,667 warrants valued at of $17,851 which was recorded as a discount to the convertible promissory note. The note is convertible into common stock at $0.15 per share. In 2014, the Company defaulted on this note and is subject to additional interest of 5% per annum as well as additional 10% warrants for each year in default. DSC has accrued interest on this note totaling $18,384. Subsequent to the original maturity date the note was extended through February 28, 2015.
On August 9, 2013, the Company entered into a $100,000 convertible promissory note with the CEO of the Company. The convertible promissory note is convertible at $0.15 and carries interest at 10%. Interest is payable quarterly through the maturity date of April 30, 2014. The Company issued 66,667 warrants valued at $17,851 in connection with this agreement, which was recorded as a discount to the convertible promissory notes based on its relative fair value with an offset to additional paid in capital. In 2014, the Company defaulted on this note and is subject to additional interest of 5% per annum as well as the additional 10% warrants for each year in default. DSC has accrued interest on this note totaling $11,192. Subsequent to the original maturity date the note was extended through February 28, 2015.
Note 10 - Stockholders’ (Deficit)
During the year ended December 31, 2014 the Company issued 462,395 shares of its common stock under a cashless stock option exercise.
Capital Stock
The Company has 260,000,000 shares of capital stock authorized, consisting of 250,000,000 shares of Common Stock, par value $0.001, 10,000,000 shares of Preferred Stock, par value $0.001 per share.
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Common Stock Options
2008 Equity Incentive Plan
In October 2008, the Company’s board of directors (the “Board”) adopted, the 2008 Equity Incentive Plan (the “2008 Plan). Under the 2008 Plan, we may grant options (including incentive stock options) to purchase our common stock or restricted stock awards to our employees, consultants or non-employee directors. The 2008 Plan is administered by the Board. Awards may be granted pursuant to the 2008 Plan for 10 years from the date the Board approved the 2008 Plan. Any grant under the 2008 Plan may be repriced, replaced or regranted at the discretion of the Board.
The material terms of options granted under the 2008 Plan (all of which have been nonqualified stock options) are consistent with the terms described in the footnotes to the "Outstanding Equity Awards at Fiscal Year-End December 31, 2011," including 5 year graded vesting schedules and exercise prices equal to the fair market value of our common stock on the date of grant. Stock grants made under the 2008 Plan have not been subject to vesting requirements. The 2008 Plan was terminated with respect to the issuance of new awards as of February 3, 2013. There are 2,435,414 options outstanding under this plan as of December 31, 2014.
2010 Incentive Award Plan
The Company has reserved 5,000,000 shares of common stock for issuance under the terms of the DSC 2010 Incentive Award Plan (the “2010 Plan”). The 2010 Plan is intended to promote the interests of the Company by attracting and retaining exceptional employees, consultants, directors, officers and independent contractors (collectively referred to as the “Participants”), and enabling such Participants to participate in the long-term growth and financial success of the Company. Under the 2010 Plan, the Company may grant stock options, which are intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights and restricted stock awards, which are restricted shares of common stock (collectively referred to as “Incentive Awards”). Incentive Awards may be granted pursuant to the 2010 Plan for 10 years from the Effective Date. From time to time, we may issue Incentive Awards pursuant to the 2010 Plan. Each of the awards will be evidenced by and issued under a written agreement.
On April 23, 2013, the Board of Directors of the Company amended and restated the DSC 2010 Plan. The 2010 Plan, as amended and restated, has been renamed the “Amended and Restated DSC Incentive Award Plan”. The new plan provides for flexibility in vesting periods and includes a limit of $100,000 per employee per year for incentive stock options.
There are 3,845,146 options outstanding under this plan as of December 31, 2014.
There were 1,154,854 shares available for future grants under the plans.
A summary of the Company's option activity and related information follows:
| Number of Shares Under Options | Range of Option Price Per Share | Weighted Average Exercise Price | ||||||||||
| Options Outstanding at January 1, 2013 | 6,232,991 | $ | 0.02 - 0.85 | $ | 0.26 | |||||||
| Options Granted | 828,568 | 0.15 | 0.15 | |||||||||
| Options Exercised | - | - | - | |||||||||
| Options Cancelled | (140,477 | ) | 0.35 | 0.35 | ||||||||
| Options Outstanding at December 31, 2013 | 6,921,084 | $ | 0.02 - 0.85 | $ | 0.24 | |||||||
| Options Granted | - | - | - | |||||||||
| Options Exercised | (462,395 | ) | - | - | ||||||||
| Options Forfeited | (178,147 | ) | - | - | ||||||||
| Options Cancelled | - | - | - | |||||||||
| Options Outstanding at December 31, 2014 | 6,280,560 | $ | 0.02 - 0.85 | $ | 0.27 | |||||||
| Options Exercisable at December 31, 2014 | 5,266,840 | $ | 0.02 - 0.85 | $ | 0.24 | |||||||
In 2014, there was a cashless exercise of stock options. As part of the exercise the recipient received 462,395 in stock options and forfeited the remaining 178,147.
Share-based compensation expense for options totaling $139,255 was recognized in our results for the year ended December 31, 2014 is based on awards vested.
As of December 31, 2014, there was $134,781 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.7 years.
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The weighted average fair value of options granted and the assumptions used in the Black-Scholes model during the year ended December 31, 2014 and 2013 are set forth in the table below.
| 2013 | ||||||||
| Weighted average fair value of options granted | $ | 0.08 | ||||||
| Risk-free interest rate | 2.88 | % | ||||||
| Volatility | 98.0 | % | ||||||
| Expected life (years) | 10 | |||||||
| Dividend yield | 0.00 | % | ||||||
Common Stock Warrants
| Number of Shares Under Warrants | Range of Warrants Price Per Share | Weighted Average Exercise Price | ||||||||||
| Warrants Outstanding at January 1, 2013 | 28,642 | $ | 0.02 | $ | 0.01 | |||||||
| Warrants Granted | 133,334 | 0.01 | - | |||||||||
| Warrants Exercised | - | - | 0.01 | |||||||||
| Warrants Cancelled | 28,642 | 0.02 | -0- | |||||||||
| Warrants Outstanding at December 31, 2013 | 133,334 | $ | 0.01 | $ | 0.01 | |||||||
| Warrants Granted | - | - | - | |||||||||
| Warrants Exercised | - | - | - | |||||||||
| Warrants Expired | - | - | - | |||||||||
| Warrants Outstanding at December 31, 2014 | 133,334 | $ | 0.01 | $ | 0.01 | |||||||
| Warrants Exercisable at December 31, 2014 | 133,334 | $ | 0.01 | $ | 0.01 | |||||||
During the year ended December 31, 2013, 28,642 warrants expired. During the year ended December 31, 2013, 133,334 warrants were issued in connection with the issuances of convertible debt. The warrants were valued at the grant date at $35,702 and were recorded as a debt discount based on their relative fair value.
The weighted average fair value of warrants granted and the assumptions used in the Black-Scholes model during the year ended December 31, 2014 are set forth in the table below.
| 2013 | ||||
| Weighted average fair value of warrants granted | $0.15 | |||
| Risk free rate | 1.59-1.89% | |||
| Volatility | 98% | |||
| Expected life (years) | 10 | |||
| Dividend yield | $0.00 | |||
Note 11 - Litigation
The Company has been named as a defendant in a lawsuit filed in New York State Supreme Court, Nassau County, by Richard Rebetti, the Company's former Chief Operating Officer. In the lawsuit, Rebetti v. Data Storage Corp. and Charles M. Piluso, Rebetti asserts claims for unpaid wages in the amount of $67,392 plus statutory damages and counsel fees. The Company intends to vigorously defend against this action and believes that it has counterclaims against Rebetti, and intends to interpose same in the action.
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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.
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 Class B 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 (as defined below), 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 Corporation. Accrued dividends at December 31, 2014 and 2013 were $417,060 and $330,811, respectively.
Stock Issuances
During the year ended December 31, 2013 the Company issued 2,959,930 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock) at a price of $0.09 for an aggregate of $293,990. The shares were issued to Charles M. Piluso, Chief Executive Officer in lieu of accrued compensation. The Company recognized a gain of $27,596 as a result of this transaction.
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Note 12 - Income Taxes
The components of the provision (benefit) for income taxes are as follows:
| Years Ended December 31, | ||||||||
| 2014 | 2013 | |||||||
| CURRENT | ||||||||
| Federal | $ | - | $ | - | ||||
| State | - | - | ||||||
| Total current tax provision | - | - | ||||||
| DEFERRED | ||||||||
| Federal | - | - | ||||||
| State | - | - | ||||||
| Total deferred tax provision | - | - | ||||||
| Total tax provision (benefit) | $ | - | $ | - | ||||
The components of deferred taxes are as follows:
Deferred Tax Assets:
| Net operating loss carry-forward | $ | (1,862,067 | ) | $ | (1,683,764 | ) | ||
| Less: valuation allowance | (1,862,067 | ) | (1,683,764 | ) | ||||
| Deferred tax assets | - | - | ||||||
| Deferred tax liabilities | - | - | ||||||
| Net deferred tax asset | $ | - | $ | - |
The Company had federal and state net operating tax loss carry-forwards of $4,682,737 and $4,348,696, respectively as of December 31, 2014. The tax loss carry-forwards are available to offset future taxable income with the federal and state carry-forwards beginning to expire in 2028.
In 2014, net deferred tax assets did not change due to the full allowance. The gross amount of the asset is entirely due to the Net operating loss carry forward. The realization of the tax benefits is subject to the sufficiency of taxable income in future years. The combined deferred tax assets represent the amounts expected to be realized before expiration.
The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As a result of this analysis of all available evidence, both positive and negative, the Company concluded that it is more likely than not that its net deferred tax assets will ultimately not be recovered and, accordingly, a valuation allowance was recorded as of December 31, 2014 and 2013.
The difference between the expected income tax expense (benefit) and the actual tax expense (benefit) computed by using the Federal statutory rate of 34% is as follows:
| Year Ended December 31, | ||||||||
| 2014 | 2013 | |||||||
| Expected income tax benefit (loss) at statutory rate of 34% | $ | 194,315 | $ | 226,964 | ||||
| State and local tax benefit, net of federal | 40,578 | 47,395 | ||||||
| Change in valuation account | (234,893 | ) | (274,359 | ) | ||||
| Income tax expense (benefit) | $ | - | $ | - | ||||
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Note 13 - Subsequent Events
The Board approved and authorized the issuance of convertible debt of $97,671 and $24,253 respectively totaling $121,924 toMr. Piluso to retire accounts payable debt and receive 10% interest rate convertible at $0.15 per share, since this is represented as new capital into the Company.
The Board approved and authorized the issuance of convertible debt of $848,091 and $343,348 respectively totaling $1,189,439 to Mr. Piluso to document the existing debt and receive 10% interest rate convertible at $0.15 per share, since this is represented as new capital into the Company.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report, under the supervision and with the participation of DSC’s management, including its principal executive officer and principal financial officer, DSC conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, DSC’s principal executive officer and principal financial officers have concluded that DSC’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by DSC in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules based on the material weakness described below.
Management's Report on Internal Control Over Financial Reporting
DSC’s management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. DSC’s internal control over financial reporting is designed to provide reasonable assurance to DSC’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United States’ generally accepted accounting principles (“GAAP”), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of DSC, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures are being made only in accordance with authorizations of DSC’s management and directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of DSC’s assets that could have a material effect on the financial statements.
Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992. Management’s assessment included an evaluation of the design of DSC’s internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on this evaluation, management has determined that as of December 31, 2014, there were material weaknesses in our internal control over financial reporting. The material weaknesses identified during management’s assessment were (i) a lack of sufficient internal accounting expertise to provide reasonable assurance that our financial statements and notes thereto are prepared in accordance with GAAP and (ii) a lack of segregation of duties to ensure adequate review of financial statement preparation. In light of these material weaknesses, management has concluded that, as of December 31, 2014, DSC did not maintain effective internal control over financial reporting. As defined by the Public Company Accounting Oversight Board Auditing Standard No. 5, a material weakness is a deficiency or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. In order to ensure the effectiveness of DSC’s disclosure controls in the future DSC intends on adding financial staff resources to our accounting and finance department.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
This Annual Report does not include an attestation report of DSC’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by DSC’s registered public accounting firm pursuant to rules of the SEC that permit DSC to provide only management’s report in this Annual Report.
Changes in Internal Control over Financial Reporting
There have been no significant changes in DSC’s internal control over financial reporting during the most recently completed fiscal quarter ended December 31, 2014 that have materially affected, or is reasonably likely to materially affect, DSC’s internal control over financial reporting.
None.
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth the names, ages, and positions of DSC’s executive officers and directors as of the December 31, 2014. Executive officers are elected annually by DSC’s Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.
| Name | Age | Position | ||
| Charles M. Piluso | 61 | President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board | ||
| Matthew Grosso | 51 | Secretary and Vice President | ||
| Stephen Catanzano | 49 | Vice President | ||
| John Argen | 60 | Director | ||
| Joseph B. Hoffman | 57 | Director | ||
| Lawrence M. Maglione Jr. | 52 | Director | ||
| Cliff Stein | 57 | Director | ||
| John Coghlan | 59 | Director | ||
| Todd Correll | 47 | Director |
Charles M. Piluso, President. Mr. Piluso is DSC’s President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board. Prior to founding DSC in 2001, Mr. Piluso founded North American Telecommunication Corporation a facilities-based Competitive Local Exchange Carrier licensed by the Public Service Commission in ten states, serving as the company's Chairman and President from 1997 to 2000.
Between 1990 and 1997, Mr. Piluso served as Chairman & Founder of International Telecommunications Corporation (“ITC”), a facilities-based international carrier licensed by the Federal Communications Commission. Mr. Piluso founded ITC in 1990 and grew it from two employees to 135 employees with $170 million in revenues in 1997. ITC participated in a roll up strategy that went public in 1997 for 800 million dollars. ITC had operations and agreements in countries including Russia, Israel, Ukraine, United Kingdom, Dominican Republic, Chile and Canada. During his tenure as president, Mr. Piluso grew the company to the fifth largest international facilities based carrier in the USA. Mr. Piluso's career in the telecommunications industry began in 1978 when he joined ITT Corporation (“ITT”). Over the years, Mr. Piluso was promoted from an entry level sales position to Sales Management, Marketing and Business Development in ITT’s Long Distance Division until 1984. He left ITT to become the General Manager of the New York region for United Technologies Communications Corporation. In that position, Mr. Piluso managed union technicians, sales, installation and customer service. Mr. Piluso holds a Bachelor’s degree, a Master of Arts in Political Science and Public Administration, and a Masters of Business Administration, all from St. John’s University. He was also an Instructor Professor at St. John’s University, College of Business from 1986 through 1988. From 2001 to 2013, Mr. Piluso served on the Board of Trustees of Molloy College. Currently, Mr. Piluso serves on the Board of Governors at St. John’s University and the Board of Advisors for the Nassau County Police Department Foundation.
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Matthew P. Grosso. Mr. Grosso has served as DSC’s Executive Vice President and Chief Technology Officer since 2009 where he is responsible for leading the Technical Operations Management team (including all Data Center Facilities), Product Management & Development, and Corporate Technical Marketing. Mr. Grosso has been a Managing Partner, VP, General Manager, Practice Manager and Sales Director for companies focused on technology consulting, systems integration and value-added product solutions. His 24 year professional career started with Blue-Chip AT&T and has been balanced between Technology, Business Development, Sales and Management. As an Executive VP at a Technology Consulting Startup, he successfully managed the Sales Channel and Vendor Partnership programs with Cisco and AT&T (among others) and, led the sales teams to consistent year-over-year growth. His company was the first international partner to obtain the contract rights with India Partner, Data Access, to offer VoIP phone service between India and the USA in 2002. Some of Mr. Grosso’s notable achievements have been the support and leadership on the service activation of many AT&T-lead Undersea Fiber Optic Cable systems in use today (TAT-9, TAT-10, TAT-11, Haw-5/PacRimEast, Taino-Caribe, etc.) as well as the Sales leadership and joint project management of the 1996 Centennial Olympic Games in Atlanta, where his AT&T team provided worldwide TV broadcast and News Media data transmission. Mr. Grosso has built and managed sales and consultant teams focusing on Telecommunications, Data Communications and Network Hardware Integration, winning many awards for Sales Excellence and Channel Partner Leadership. He brings his diverse business, technical and leadership skills to DSC. As Executive VP, Corporate Secretary & Treasurer, he leads the Technical Operations Management team (including all Data Center Facilities), Product Management & Development, and, Corporate Technical Marketing. Mr. Grosso holds a Bachelors of Science in Electrical Engineering from Manhattan College, specializing in Digital Systems Design. Mr. Grosso also holds the following certifications: Cisco Certified Sales Expert, specializing in Unified Communications, Wireless and Security; EMC Proven Professional, Storage, Backup and Recovery; and AT&T Sales, Marketing and Business Management (AT&T National Sales University).
John Argen. Mr. Argen has been a Director since 2008. Mr. Argen is a Business Consultant and Developer specializing in the information technology, telecommunications and construction industries. He is a seasoned professional that brings 30 years of experience and entrepreneurial success from working with small business owners to Fortune 500 firms. From 1992 to 2003, Mr. Argen was the CEO and founder of DCC Systems, a privately held nationwide Technology Design / Build Construction Development and Consulting Solutions firm. Mr. Argen built DCC Systems from the ground up, re-engineering the firm several times to meet the needs of its clientele and enabled DCC Systems to produce gross revenues exceeding 100 million dollars in 2000. Mr. Argen has been a guest speaker at numerous corporate seminars and industry shows. He has been featured on NBC's "Business Now" which accredited his Technology Construction Management methodology as an innovative process for implementing high tech projects on time and within budget. Prior to DCC Systems Mr. Argen held senior management positions at ITT/Metromedia (15 years) and was VP of Engineering & Operations at DataNet, a Wilcox & Gibbs company (2 years). Throughout his corporate tenure he has worked in Operations, Marketing, Systems Engineering, Telecommunications and Information Technology. In a career that spans 30 years he has had full responsibility for technology related and construction projects worth over a billion dollars. Mr. Argen graduated Pace University with a BPS in Finance. His commitment to continued education is reflected in his completion to over 2000 hours of corporate sponsored courses. Mr. Argen also holds a Federal Communication Commission (FCC) Radio Telephone 1st Class License.
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Joseph B. Hoffman. Mr. Hoffman has been a Director since 2008. Mr. Hoffman is a partner at Kelley Drye & Warren LLP in the firm’s Washington, D.C. office. His commercial practice focuses on real estate and corporate transactions cutting across a wide range of industries. Mr. Hoffman’s real estate practice involves developers, borrowers, lenders, buyers, sellers, landlords and tenants. Mr. Hoffman’s corporate experience includes the purchase and sale of assets and companies as well as venture capital, equipment leasing and institutional financing transactions. Mr. Hoffman represents telecommunications companies, real estate developers, lenders, venture capital funds, emerging growth companies, thoroughbred horse industry interests and high-net-worth individuals. Mr. Hoffman received his Bachelors’ of Science, cum laude, from the University of Maryland and his Juris Doctor degree, with honors, from the George Washington University Law School.
Lawrence A. Maglione. Mr. Maglione has been a Director since 2008. Mr. Maglione is a partner in the accounting firm Eisner & Maglione CPAs, LLC. Mr. Maglione, a co-founder of DSC, LLC, is a financial management veteran with more than 30 years of experience. Prior to joining DSC, LLC Mr. Maglione was a co-founder of North American Telecommunications Corporation, a local phone service provider which provides local and long distance telephone services and data connectivity to small and medium sized businesses. At North American Telecommunications Corporation Mr. Maglione was Chief Financial Officer, Executive Vice President and was responsible for all finance, legal and administration. During his tenure (September 1997-January 2001) Mr. Maglione successfully raised over $100 million in debt and equity funding for North American Telecommunications Corporation. Prior to North American Telecommunications Corporation Mr. Maglione spent over 14 years in public accounting and he brings a broad range of experience related to companies in the technology, retail services and manufacturing industries. Mr. Maglione is a member of the New York State Society of CPAs. He holds a Bachelor of Science degree in Accountancy; a Master’s of Science in Taxation and is a Certified Public Accountant.
Cliff Stein. Mr. Stein has been a Director since 2010. Mr. Stein founded Savitar in 1988 as a real estate advisory company providing assistance to beleaguered lenders and financial institutions on their nonperforming real estate assets. Mr. Stein has acted as an expert witness in countless litigation matters involving real estate transactions and has been appointed as a Receiver, Examiner, and Trustee in State and Federal Courts. Mr. Stein is an attorney and a member of the Florida Bar Association since 1982. He received his Juris Doctor Degree from the University of Miami. He was graduated with honors by American University with Bachelor of Science Degrees in finance and accounting. From September 1982 through 1984, he served as a law clerk to the Honorable Joseph A. Gassen, U.S. Bankruptcy Judge for the Southern District of Florida. In 1988, Mr. Stein formed Savitar Realty Advisors, as a real estate advisory and management organization, whose clients were primarily financial institutions and government agencies. Savitar (or Cliff Stein) has been appointed Receiver, Examiner, or Trustee in numerous foreclosures or bankruptcies and has been retained as advisor to financial institutions in connection with their troubled assets or their intended acquisition of portfolios of troubled assets. Mr. Stein currently serves as Chairman and Chief Executive Officer of Savitar. Mr. Stein served as a member of the Board of Directors of Cenvill Development, formerly a $500 million, publicly-traded real estate concern, having been appointed to the Board by the FDIC to represent its interest as the single-largest shareholder. Mr. Stein was appointed in 1993 by the Governor of Florida to serve as a Commissioner on the Florida Real Estate Commission, which appointment was subsequently ratified by the Florida Senate. In January 1996, Mr. Stein was elected to be the Chairman of the Commission. Mr. Stein recently concluded his second and final term.
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John Coghlan. Mr. Coghlan has been a Director since 2011. Mr. Coghlan was a managing director with Lehman Brothers Bank, a global investment bank based in New York City, for 27 years. He served in numerous management capacities in the firm’s fixed income and prime brokerage divisions. Mr. Coghlan was a member of both the firm’s fixed income and equity division’s management committees. From September of 2008 to July 2010 Mr. Coghlan worked in the prime broker division at Barclays Capital. Mr. Coghlan is a past chairperson of the Bond Market Association’s funding division. Mr. Coghlan is a former board member of Lehman Brothers bank and is currently a board member of Molloy College. He has also served on the boards of the Dorothy Rodbell Cohen foundation for Sarcoma Research, the Friends of Mercy Hospital, and the Rockville Centre 911 Fund. Mr. Coghlan received an undergraduate degree from Massachusetts College of Liberal Arts in 1978 as well as an Honorary Doctor of Laws in 2002. He also has an EdM from Harvard University.
Stephen Catanzano. Mr. Catanzano has served as a Vice President since November 2013. Mr. Catanzano brings more than 15 years of executive level experience in high tech market and business development of early and growth stage ventures as well as two years of managing a successful registered broker-dealer firm. Mr. Catanzano’s strengths include corporate strategy, business development, and sales organization management. From November 2001 to October 2013, Mr. Catanzano served as President and founder of Safecore, Inc. which later became Message Logic, Inc. Safecore created a unique email archiving and analytics technology delivered as a hardware appliance and VMware Ready application. Mr. Catanzano worked with the developers to design system enhancements, developed sales channels and formed partnerships to improve technology and expand sales channels. Message Logic was acquired by DSC in October 2013. Mr. Catanzano was the co-founder and Senior Vice President of Digital Broadband Communications, Inc. from 1998 to 2001, one of the first Competitive Local Exchange Carriers (“CLEC”) in the U.S. focused on delivering DSL services. Local Exchange Carriers (“CLEC”) in the U.S. focused on delivering DSL services with future plans to offer Voice over IP.
Todd Correll. Mr. Correll has served as the CEO of North American Telecommunications Corporation, a Florida Corporation, d/b/a Broadsmart, from 2001 through the present.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Audit Committee
During the fiscal year ended December 31, 2014 the Company had an independent audit committee consisting of non-executive directors. The audit committee members include: John Coghlan, Cliff Stein and Chairman Jan Burman. Although the Board of Directors does have an audit committee comprised of independent directors, the audit committee does not have an audit committee financial expert at this time. DSC believes that the financial experience and combined skill set of the members of our audit committee are sophisticated enough for performance of the duties of the audit committee financial expert. In addition, DSC’s securities are not listed on a national exchange securities and are not subject to the special corporate governance requirements of any such exchanges. However, DSC does intend to search for a qualified individual to fill the role of the audit committee financial expert.
Family Relationships
No family relationships exist among our directors or executive officers.
Compliance with Section 16(A) Of the Exchange Act.
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended December 31, 2014.
Code of Ethics
DSC has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics is incorporated by reference to DSC’s Form 10-K filed on March 31, 2009.
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ITEM 11. EXECUTIVE COMPENSATION
Compensation of Executive Officers
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal year ended December 31, 2014, in all capacities for the accounts of our executive officers, including the Chief Executive Officer (CEO).
Summary Compensation Table
| Name & Principal Position | Year | Salary | Bonus | Stock Awards(2) | Option Awards(1)(6) | Non-Equity Incentive Plan Compensation | All Other Compensation (3) | Total | ||||||||||||||||||||||||
| Charles M. Piluso, | 2014 | $ | 150,000 | - | - | - | - | - | $ | 150,000 | ||||||||||||||||||||||
| President, Chief Executive Officer, and Chairman of the Board | 2013 | $ | 122,042 | $ | 266,393 | $ | 5,000 | - | - | $ | 393,435 | |||||||||||||||||||||
| (1) | The amounts shown in these columns represent the aggregate grant date fair value of stock and option awards computed in accordance with FASB ASC Topic 718. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Share Based Compensation” on page 28 for a discussion of the assumptions made in the valuation of stock and option awards. |
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Employment Agreements
The Company has no employment agreements in place.
2008 Equity Incentive Plan
In October 2008, the Board adopted, the Euro Trend, Inc. 2008 Equity Incentive Plan (the “2008 Plan). Under the 2008 Plan, we may grant options (including incentive stock options) to purchase our common stock or restricted stock awards to our employees, consultants or non-employee directors. The 2008 Plan is administered by the Board. Awards may be granted pursuant to the 2008 Plan for 10 years from the date the Board approved the 2008 Plan. Any grant under the 2008 Plan may be repriced, replaced or regranted at the discretion of the Board. From time to time, we may issue awards pursuant to the 2008 Plan.
The material terms of options granted under the 2008 Plan (all of which have been nonqualified stock options) are consistent with the terms described in the footnotes to the "Outstanding Equity Awards at Fiscal Year-End December 31, 2014" table below, including 5 year graded vesting schedules and exercise prices equal to the fair market value of our common stock on the date of grant. Stock grants made under the 2008 Plan have not been subject to vesting requirements. The 2008 Plan was terminated with respect to the issuance of new awards as of February 3, 2013. There are 2,435,414 options outstanding under this plan as of December 31, 2014.
2010 Incentive Award Plan
The 2010 Incentive Award Plan was amended and restated by the Board of Directors of Data Storage Corporation on April 23, 2013 and was renamed the “Amended and Restated Data Storage Corporation Incentive Award Plan”(Restated Plan) The Company has reserved 5,000,000 shares of common stock for issuance under the terms of the Data Storage Corporation Restated Plan. The Restated Plan is intended to promote the interests of the Company by attracting and retaining exceptional employees, consultants, directors, officers and independent contractors (collectively referred to as the “Participants”), and enabling such Participants to participate in the long-term growth and financial success of the Company. Under the Restated Plan, the Company may grant stock options, which are intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights and restricted stock awards, which are restricted shares of common stock (collectively referred to as “Incentive Awards”). Incentive Awards may be granted pursuant to the Restated Plan for 10 years from the Effective Date. From time to time, we may issue Incentive Awards pursuant to the Restated Plan. Each of the awards will be evidenced by and issued under a written agreement. There are 3,845,146 options outstanding under this plan as of December 31, 2014.
If an incentive award granted under the Restated Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for future awards under the Restated Plan. The number of shares subject to the Restated Plan, and the number of shares and terms of any Incentive Award may be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares, or similar transaction.
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Outstanding Equity Awards at Fiscal Year-End December 31, 2014
| Option Awards (1) (2) | ||||||||||
|
Name |
Option Approval Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date | |||||
| Charles M. Piluso | 5/26/2009 | 20,752 | 2,306 | 0.32 | 5/25/2019 | |||||
| 12/15/2009 | 200,000 | 50,000 | 0.36 | 12/14/2019 | ||||||
| 12/31/2009 | 10,879 | 3,009 | 0.36 | 12/30/2019 | ||||||
| 12/16/2010 | 8,572 | 5,714 | 0.35 | 12/15/2020 | ||||||
| (3) | 3/6/2013 | 548,780 | 0 | 0.394 | 6/17/2022 | |||||
| 6/18/2013 | 337,143 | 0 | 0.394 | 6/17/2022 | ||||||
| 12/11/2013 | 33,333 | 0 | 0.15 | 12/10/2022 | ||||||
| 12/13/13 | 0 | 33,333 | 0.15 | 12/12/23 | ||||||
| Peter Briggs | 12/16/2010 | 88,095 | 0 | 0.35 | 12/15/2020 | |||||
| 9/30/2010 | 85,714 | 83,333 | 0.35 | 11/23/2020 | ||||||
| (4) | 3/6/2013 | 333,333 | 0 | 0.15 | 10/11/2022 | |||||
| Matthew P. Grosso | 2/12/2009 | 84,714 | 2,824 | 0.29 | 2/8/2019 | |||||
| 9/30/2010 | 85,714 | 57,143 | 0.35 | 11/23/2020 | ||||||
| 8/12/2010 | 96,905 | 60,238 | 0.35 | 11/23/2020 | ||||||
| 12/16/2010 | 88,095 | 54,762 | 0.35 | 12/15/2020 | ||||||
| (5) | 10/12/2013 | 1,033,333 | 0 | 0.15 | 10/11/2022 | |||||
| (1) | All of the options to purchase shares of our common stock awarded to Messrs. Piluso, Briggs and Grosso (each a “Participant”) under the 2008 Plan were unvested on the date of grant. Twenty percent (20%) of the stock options vested after the Participant remained continuously providing services to the Company through the one (1) year anniversary of the date of the grant. Thereafter, an additional one and two-thirds percent (1.67%) of the options vest upon the end of each calendar month thereafter provided that the Participant has been continuously providing services to the Company from the date of the grant through and including such calendar month. Upon the termination of a Participant’s engagement with the Company for any reason, the vesting of all options shall immediately cease upon such termination, and all unvested options as of the time of such termination shall immediately expire and be forfeited. Upon the termination of the Participant’s engagement with the Company for (A) Participant’s failure, neglect or refusal to perform his duties to the Company, (B) any conduct of the Participant constituting fraud, material dishonesty or breach of trust in connection with the Participant’s performance of his duties to the Company or any material breach by the Participant of any statutory or common law duty of loyalty to the Company; (C) the commission by the Participant of a felony or of any crime involving theft, dishonesty or moral turpitude, or (D) any other act or omission that, in the reasonable determination of the Board, has caused or is likely to cause detrimental notoriety or other comparable material harm to the Company, all vested options shall expire and be forfeited immediately at the time notice of such termination is given. Upon the termination of the Participant’s engagement with the Company due to the Participant’s death or disability, all vested options shall expire and be forfeited immediately at the close of business on the ninetieth (90th) day following the date of termination. Upon any termination of the Participant’s engagement with the Company other than as provided in the foregoing, all vested options shall expire and be forfeited immediately at the close of business on the first (1st) anniversary of the date of termination. In the event of a “Sale of the Company” (as defined in the 2008 Plan), the Board may modify any grant to provide for the effect of a “Sale of the Company”. |
| (2) | The Company has no unvested shares of restricted stock outstanding. |
| (3) | The stock grants awarded to Mr. Piluso consists of 571,429 shares of common stock valued at $200,000, based on the closing bid price of $0.35 on the issuance date of March 23, 2011. Mr. Piluso received these shares in lieu of a salary for 2010. All of the shares were fully vested on the date of grant. These shares were issued pursuant to the 2008 Plan (described below). This issuance was reversed and replaced with options to purchase 548,780 shares of common stock valued at $192,073 at an exercise price of $0.394 per share on June 18, 2012. Mr. Piluso also received options to purchase 337,143 shares of common stock valued at $118,000 at an exercise price of $0.394 per share on June 18, 2012. |
| (4) | These options replace a stock grant of $50,000 that was approved on December 16, 2010. All of the shares were fully vested on the date of grant. These shares were issued pursuant to the 2008 Plan (described below). This issuance was reversed and replaced with the option to purchase 333,333 shares of common stock at an exercise price of $0.15 per share on March 6, 2012 returned in 2011 by Mr. Briggs. |
| (5) | These options replace a stock grant of $55,000 from August 12, 2010 and a stock grant of $50,000 from December 16, 2010. All of the shares were fully vested on the date of grant and these shares were issued pursuant to the 2008 Plan (described below). These stock grants were both reversed in 2011. A stock grant of $50,000 from December 15, 2009 that was never issued to Mr. Grosso. All of these Stock grants were replaced with the option to purchase 1,303,333 shares of common stock at an exercise price of $0.15 per share on March 6, 2012. |
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Compensation of Directors
None
| (1) | The only compensation awarded to directors for their service on the Board in respect of fiscal year 2013 included non-qualified stock options, which were granted in 2013. The 2013 stock options were awarded pursuant to the 2010 Incentive Award Plan. It was determined that the Board members would receive $5,000 each for participating in Board meetings as scheduled and participating on various committees. The stock options were granted on December 13, 2013, with an exercise price of $0.15 per share. |
| (2) | The amounts shown in these columns represent the aggregate grant date fair value of stock and option awards computed in accordance with FASB ASC Topic 718. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Share Based Compensation” on page 12 for a discussion of the assumptions made in the valuation of option awards. The $5,000 option award to the directors in the table above represent 33,333 options to purchase our common stock with a strike price of $0.15 per share of common stock. All the non-qualified stock options above shall vest in accordance with the following schedule: thirty three point thirty-three percent (33.33%) of the options shall vest if the person remains continuously engaged as a director of the Company from the grant date (which was December 11, 2013) through and including the one (1) month anniversary of the grant date, and an additional thirty-three point thirty-three percent (33.33%) of the options shall vest upon the end of each calendar month thereafter provided that the person has been continuously engaged as a director of the Company from the grant date through and including such calendar month. The vesting of the options may be accelerated upon, among other things, consolidations or mergers of the Company or the sale of all or substantially all of our assets to another entity. |
Securities Authorized for Issuance Under Equity Compensation Plans
The Company has two share-based equity compensation plans, the 2008 Plan and the 2010 Plan which was amended, restated and renamed the “Amended and Restated Data Storage Corporation Incentive Award Plan”. Neither of these plans has been approved by the security holders of the Company. Descriptions of these plans are presented in “Executive Compensation—2008 Equity Incentive Plan” and “Executive Compensation—2010 Incentive Award Plan” beginning on page 43.
As of the end of 2014, we had the following securities authorized for issuance under our equity compensation plans:
| Number of securities to be issued upon exercise of outstanding options and warrants | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||||
| (a) | (b) | (c) | ||||||||||
| Plan Category | ||||||||||||
| Equity compensation plans approved by security holders | - | - | - | |||||||||
| Equity compensation plans not approved by security holders | 6,921,084 | (1) | $ | 0.24 | 1,154,854 | |||||||
| Total | 6,921,084 | $ | 0.24 | 1,154,854 | ||||||||
| (1) | In October 2008, our Board adopted the 2008 Plan. As of the end of fiscal year 2014, we had 2,435,414 shares of our common stock issuable upon the exercise of outstanding options granted pursuant to the 2008 Plan. As of end of fiscal year, 2014, there were warrants outstanding to purchase 133,334 shares of common stock at a weighted average exercise price of $0.001, none of which were granted pursuant to the 2008 Plan or the 2010 Plan. In October 2010, our Board adopted the 2010 Plan. In April 2013, our Board amended and restated the 2010 Plan and it was renamed the “Amended and Restated DSC Incentive Award Plan”. In March 2013, our Board approved the continuation of the 2010 plan. As of the end of fiscal year 2013, we had 3,845,146 shares of our common stock issuable upon the exercise of outstanding options granted pursuant to the 2010 plan. |
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth each person known by us to be the beneficial owner of five percent or more of the Company's Common Stock on March 30, 2015 all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.
Name and Address of Beneficial Owner (1)(2) |
Title of Class |
Amount and Nature of Beneficial Ownership |
Percent of Class (3) |
|||||||
| Charles Piluso (4) (12) | Common Stock | 18,474,652 | 48.9 | % | ||||||
| John Coghlan (10) (12) | Common Stock | 4,540,943 | 12.4 | % | ||||||
| Jan Burman | Common Stock | 2,414,070 | 6.8 | % | ||||||
| Jan Burman | Preferred Stock | 1,401,786 | 100 | % | ||||||
| Matthew P. Grosso (5) (12) | Common Stock | 1,306,142 | 3.5 | % | ||||||
| Cliff Stein (6) (12) | Common Stock | 3,389,825 | 9.3 | % | ||||||
| Lawrence Maglione, Jr. (7) (12) | Common Stock | 109,885 | * | |||||||
| John Argen (8) (12) | Common Stock | 76,713 | * | |||||||
| Joseph Hoffman (9) (12) | Common Stock | 45,138 | * | |||||||
| Stephen Catanzano (10) (12) | Common Stock | 239,299 | * | |||||||
| All Executive Officers and Directors as a group (8 people) | Common Stock | 29,858,809 | 71.1 | % | ||||||
| * | Less than 1% |
| (1) | The address for each person is 401 Franklin Avenue, Garden City, New York 11530. |
| (2) | Under the rules of the SEC, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or direct the voting of such security or the power to dispose or direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities if that person has the right to acquire beneficial ownership within 60 days of March 31, 2015. Unless otherwise indicated by footnote, the named entities or individuals have sole voting and investment power with respect to the shares of common stock beneficially owned. |
| (3) | Based upon 36,588,240 shares of common stock issued and outstanding as of March 31, 2015 and options that can be acquired within 60 days of March 31, 2015. Unless otherwise indicated in the footnotes to the above table and subject to community property laws where applicable, we believe that each shareholder named in the above table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. |
| (4) | Includes 3,269,863 shares of common stock owned indirectly by Piluso Family Associates, LLC. Also includes 1,195,136 shares of common stock Mr. Piluso has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of March 31, 2015. Mr. Piluso is the co-manager and has shared voting control over the shares of common stock of the Company held by Piluso Family Associates, LLC. |
| (5) | Includes 1,306,142 shares of common stock Mr. Grosso has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of March 31, 2015. |
| (6) | Includes 40,336 shares of common stock Mr. Stein has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of March 31, 2015. |
| (7) | Includes 76,713 shares of common stock Mr. Maglione has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of March 31, 2015. |
| (8) | Includes 76,713 shares of common stock Mr. Argen has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of March 31, 2015. |
| (9) | Includes 45,138 shares of common stock Mr. Hoffman has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of March 31, 2015. |
| (10) | Includes 66,833 shares of common stock Mr. Coghlan has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of March 31, 2015. |
| (11) | Includes 239,299 shares of common stock Mr. Catanzano will receive as the result of DSC acquiring Message Logic. |
| (12) | Officer and/or director of the Company. |
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On January 31, 2013 the Company entered into a $500,000 convertible promissory note with a director of the company. The note is convertible into the Company’s common stock at $0.85 per share and carries interest at 10%. Interest is payable quarterly through the maturity date of January 31, 2015. DSC has accrued interest on this note totaling $100,000 and is in arrears on its interest payments.
On February 28, 2013 the Company entered into a $100,000 convertible promissory note with a director of the company carries interest at 10%. Interest is payable quarterly through the maturity date of February 28, 2014. The Company issued warrants values at of $17,851 which was recorded as a discount to the convertible promissory note with an offset to additional paid-in capital. The note is convertible into common stock at $0.15 per share.
On August 9, 2013 the Company entered into a $100,000 convertible promissory note with the CEO of the Company. The convertible promissory note is convertible at $0.15 and carries interest at 10%. Interest is payable quarterly through the maturity date of April 30, 2014. The Company issued 66,667 warrants valued at $17,851 in connection with this agreement, which was recorded as a discount to the convertible promissory notes with an offset to additional paid-in capital. In 2014, the Company defaulted on this note and is subject to additional interest of 5% per annum as well as additional 10% warrants for each year in default.
During the year ended December 31, 2014 the Company issued 2,959,930 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock) at a price of $0.09 for an aggregate of $266,393. The shares were issued to Charles M. Piluso, Chief Executive Officer in lieu of accrued compensation. The Company recognized a gain of $27,596 as a result of this transaction.
Due to related party represents rent accrued to a partnership controlled by the Chief Executive Officer of the Company for the New York Data Center. The rent expense for the data center is $1,500 per month. As of December 31, 2014, DSC owed $245,061 under this agreement.
As of December 31, 2014 the Company owed the Chief Executive Officer $1,065,762. These advances bear no interest and have no stated terms of repayment.
DSC pays $1,500 per month in rent, plus utilities for its New York Data Center to 875 Merrick LLC, a limited liability company controlled by Mr. Piluso, DSC’s President, Chief Executive Officer and Chairman of the Board. 875 Merrick LLC is owned by Mr. Piluso and his spouse. The term of the lease is month to month. As of December 31, 2014 DSC owes $245,601.
As of December 31, 2014 DSC owed $1,065,762 to Charles M. Piluso. The amount owed to Mr. Piluso is comprised of expenses due to Mr. Piluso, equipment purchases made directly by Mr. Piluso for DSC, and cash advances for day to day operations of made between October 2009 and December 2014. The amounts owed to Mr. Piluso bear no interest and have no stated terms of repayment.
The Board of Directors has determined, after considering all the relevant facts and circumstances, that during the fiscal year ended December 31, 2014 each of Messrs. Argen, Hoffman, Coghlan, and Stein were independent directors, as “independence” is defined in the federal securities laws and the Nasdaq Marketplace Rules.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
DSC’s fiscal years ended December 31, 2014 and 2013, was billed approximately $55,000 and $50,000 for professional services rendered for the audit and review of its financial statements.
Audit Related Fees
There were no fees for audit related services for the years ended December 31, 2014 and 2013.
Tax Fees
For DSC’s fiscal years ended December 31, 2014 and 2013, it was billed approximately $4,500 and $4,500 respectively for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees
DSC did not incur any other fees related to services rendered by its principal accountant for the fiscal years ended December 31, 2014 and 2013.
Our audit committee pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the entire audit committee either before or after the respective services were rendered.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
a) Documents filed as part of this Annual Report
1. Consolidated Financial Statements
2. Financial Statement Schedules
3. Exhibits
The exhibits listed in the following table have been filed with, or incorporated by reference into, this Report. The exhibits listed in the following table have been filed with this report.
EXHIBIT INDEX
| Exhibits # | Description | |
| 3.1 | Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form SB-2 filed on December 17, 2007 (the “SB-2”)). | |
| 3.2 | Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on October 24, 2008). | |
| 3.3 | Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1.1 on Form 8-K filed on January 6, 2009). | |
| 3.4 | Bylaws (incorporated by reference to Exhibit 3.2 to the SB-2). | |
| 3.5 | Amended Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 24, 2008). | |
| 4.1 | Share Exchange Agreement, dated October 20, 2008, by and among Euro Trend Inc., Data Storage Corporation and the shareholders of Data Storage Corporation named on the signature page thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 24, 2008). | |
| 4.2 | Share Exchange Agreement, dated October 20, 2008, by and among, Euro Trend Inc., Data Storage Corporation and the shareholders of Data Storage Corporation named on the signature page thereto (incorporated by reference to Exhibit 10.1 to Form 8-K/A filed on June 29, 2009). | |
| 4.3 | Registration Rights Agreement, dated November 29, 2011, by and between Data Storage Corporation and Southridge Partners II, LP (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on December 2, 2011). | |
| 4.4 | Equity Purchase Agreement, dated November 29, 2011, by and between Data Storage Corporation and Southridge Partners II, LP (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on December 2, 2011). | |
| 4.5 | Convertible Promissory Note, dated February 28, 2013, by and between the Company and John F. Coghlan. (incorporated herein by reference to Exhibit 4.1 to Form 10-Q filed on May 20, 2013) | |
| 4.6 | Warrant to Purchase Common Stock, dated February 28, 2013, by and between the Company and John F. Coghlan(incorporated herein by reference to Exhibit 4.2 to Form 10-Q filed on May 20, 2013) | |
| 4.7 | Securities Purchase Agreement, dated February 28, 2013, by and between the Company and John F. Coghlan. (incorporated herein by reference to Exhibit 10.1 to Form 10-Q filed on May 20, 2013) | |
| 4.8 | Securities Purchase Agreement between Charles M. Piluso and the Company dated as of August 9, 2013 (incorporated by reference to Exhibit 2.3 of Schedule 13D/A No. 1 filed by Charles M. Piluso on August 14, 2013 (File No. 005-84248)). | |
| 4.9 | 10% Convertible Promissory Note due April 30, 2014 (incorporated by reference to Exhibit 2.4 of Schedule 13D/A No. 1 filed by Charles M. Piluso on August 14, 2013 (File No. 005-84248)). | |
| 4.10 | Warrant to Purchase Common Stock dated as of August 9, 2013 (incorporated by reference to Exhibit 2.5 of Schedule 13D/A No. 1 filed by Charles M. Piluso on August 14, 2013 (File No. 005-84248)). | |
| 10.1 | Asset Purchase Agreement dated November 10, 2008, by and between Novastor Corporation as Seller and Data Storage Corporation as Purchaser (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 12, 2008). | |
| 10.2 | Joint Venture – Strategic Alliance Agreement, dated March 2, 2010, by and between Data Storage Corporation and United Telecomp, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 3, 2010). | |
| 10.3 | Term Sheet for Acquisition by Data Storage Corporation of 80% of the Equity of e-ternity Business Continuity Consultants, Inc., dated May 16, 2013 (incorporated by reference to Exhibit 99.1 to Form 8-K, filed on May 30, 2013). |
| 43 |
| 10.4 | Term Sheet for Acquisition by Data Storage Corporation of Message Logic, Inc., dated August 31, 2013 (incorporated by reference to Exhibit 99.1 to Form 8-K filed on September 4, 2013). | |
| 10.5 | Asset Purchase Agreement, dated June 17, 2010, between SafeData, LLC and Data Storage Corporation (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 23, 2010). | |
| 10.6 | Asset Purchase Agreement, dated October 31, 2013, by and between Data Storage Corporation and Message Logic, Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K filed on January 30, 2013). | |
| 10.7 | Stock Purchase Agreement, dated October 31, 2013, by and between Data Storage Corporation and Zojax Group, LLC (incorporated by reference to Exhibit 10. 1 to Form 8-K filed on November 7, 2013). | |
| 10.8 | Form of Employment Agreement between Peter Briggs and Data Storage Corporation (incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 23, 2010). | |
| 10.9 | Data Storage Corporation 2010 Incentive Award Plan (incorporated by reference to Exhibit 10.1 on Form S-8/A filed on October 25, 2010). | |
| 10.10 | Amended and Restated Data Storage Corporation 2010 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 26, 2013). | |
| 10.11 | Stock Purchase Agreement, dated as of March 1, 2011, by and between Data Storage Corporation and John F. Coghlan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 7, 2011). | |
| 10.12 | Stock Purchase Agreement, dated September 7, 2013, by and between Data Storage Corporation and John F. Coghlan (incorporated by reference to Exhibit 2.1 to Form 8-K filed on September 13, 2013). | |
| 10.13 | Stock Purchase Agreement, dated September 7, 2013, by and between Data Storage Corporation and Clifford Stein (incorporated by reference to Exhibit 2.2 to Form 8-K filed on September 13, 2013). | |
| 10.14 | Stock Purchase Agreement, dated September 18, 2013, by and between Data Storage Corporation and Jan Burman (incorporated by reference to Exhibit 2.1 to Form 8-K filed on September 21, 2013). | |
| 10.15 | Stock Purchase Agreement, dated September 18, 2013, by and between Data Storage Corporation and Charles M. Piluso (incorporated by reference to Exhibit 2.2 to Form 8-K filed on September 21, 2013). | |
| 10.16 | Stock Purchase Agreement, dated September 18, 2013, by and between Data Storage Corporation and Piluso Family Associates (incorporated by reference to Exhibit 2.3 to Form 8-K filed on September 21, 2013). | |
| 14 | Code of Ethics (incorporated by reference to Exhibit 14.1 to Form 10-K filed on March 31, 2009). | |
| 21 | List of Subsidiaries of Data Storage Corporation (incorporated by reference to Exhibit 21 to the Registration Statement on Form S-1 filed on February 6, 2013). | |
| 31.1 | Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Exchange Act. | |
| 32.1 | Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Schema | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase | |
| 101.DEF | XBRL Taxonomy Definition Linkbase | |
| 101.LAB | XBRL Taxonomy Label Linkbase | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase |
| 44 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| DATA STORAGE CORPORATION | ||
| By: | /s/ Charles M. Piluso | |
| President, Chief Executive Officer | ||
| Chief Financial Officer | ||
| Principal Executive Officer | ||
| Principal Financial Officer | ||
| Principal Accounting Officer | ||
| Dated | March 31, 2015 |
POWER OF ATTORNEY
Know all persons by these presents that each individual whose signature appears below constitutes and appoints Charles M. Piluso, our Chief Executive Officer as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to this Report together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits to this Report and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, notices, communications, reports, instruments, agreements and other documents as may be necessary or appropriate in connection therewith and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, and hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact, or any of his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Charles M. Piluso | President, Chief Executive Officer, Chief | March 31, 2015 | ||
| Charles M. Piluso | Financial Officer, Principal Executive Officer, Principal Financial Officer and | |||
| Principal Accounting Officer | ||||
| /s/ John Argen | Director | March 31, 2015 | ||
| John Argen | ||||
| /s/ Todd Correll | Director | March 31, 2015 | ||
| Todd Correll | ||||
| /s/ Joseph B. Hoffman | Director | March 31, 2015 | ||
| Joseph B. Hoffman | ||||
| /s/ Lawrence M. Maglione Jr. | Director | March 31, 2015 | ||
| Lawrence M. Maglione Jr. | ||||
| /s/ John Coghlan | Director | March 31, 2015 | ||
| John Coghlan | ||||
| /s/ Cliff Stein | Director | March 31, 2015 | ||
| Cliff Stein |
| 45 |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
I, Charles M. Piluso, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Data Storage Corporation (the "Registrant"); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods present in this report; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the Registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the Registrant's internal control over financing reporting that occurred during the Registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Signature | Title | Date | ||
| /s/ Charles M. Piluso | President, Chief Executive Officer | March 31, 2015 | ||
| Charles M. Piluso |
Chief Financial Officer Principal Executive Officer, |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with this Annual Report of Data Storage Corporation (the “Company”) on Form 10-K for the year ending December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles M. Piluso, Chief Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company |
| Signature | Title | Date | ||
| /s/ Charles M. Piluso | President, Chief Executive Officer | March 31, 2015 | ||
| Charles M. Piluso |
Chief Financial Officer Principal Executive Officer, |
|
Capital lease obligations (Details 1) (USD $)
|
Dec. 31, 2014
|
|---|---|
| Summary of long-term obligations under capital leases | |
| 2015 | $ 220,544 |
| 2016 | 234,146 |
| 2017 | 248,588 |
| 2018 | 86,224 |
| Total obligations under capital leases | $ 789,502 |