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|
FORM 10-K
|
|
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
|
|
|
Securities registered under Section 12(g) of the Exchange Act:
|
|
|
Title of each class registered:
|
Name of each exchange on which registered:
|
|
Common Stock
, par value $.001 per share
|
OTC.BB
|
|
Large accelerated filer
|
o | Accelerated filer | o |
| Non-accelerated filer | o Do not check if a smaller reporting company | Smaller reporting company | x |
|
PART I
|
2
|
|
ITEM 1. DESCRIPTION OF BUSINESS
|
2
|
|
ITEM 1A. RISK FACTORS
|
7
|
|
ITEM 1B. UNRESOLVED STAFF COMMENTS
|
7
|
|
ITEM 2. DESCRIPTION OF PROPERTY
|
7
|
|
ITEM 3. LEGAL PROCEEDINGS
|
7
|
|
ITEM 4. MINE SAFETY DISCLOSURES
|
7
|
|
PART II
|
8
|
|
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUTY SECURITIES
|
8
|
|
ITEM 6. SELECTED FINANCIAL DATA
|
8
|
|
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|
9
|
|
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
12
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
.
|
13
|
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
33
|
|
ITEM 9A. CONTROLS AND PROCEDURES
|
33
|
|
ITEM 9B. OTHER INFORMATION
|
33
|
|
PART III
|
34
|
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
34
|
|
ITEM 11. EXECUTIVE COMPENSATION
|
41
|
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
46
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE
|
47
|
|
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
47
|
|
PART IV
|
48
|
|
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
48
|
|
●
|
data and application availability in one hour or less
|
|
●
|
cost-effective
|
|
●
|
easy to implement and manage
|
|
●
|
reliable backup and recovery
|
|
●
|
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
|
|
●
|
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
|
|
●
|
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
|
|
Quarterly ended
|
Low Price
|
High Price
|
||||||
|
March 31, 2011
|
$
|
0.04
|
$
|
0.06
|
||||
|
June 30, 2011
|
$
|
0.06
|
$
|
0.15
|
||||
|
September 30, 2011
|
$
|
0.05
|
$
|
0.74
|
||||
|
December 31, 2011
|
$
|
0.40
|
$
|
1.50
|
||||
|
March 31, 2012
|
$
|
0.40
|
$
|
0.83
|
||||
|
June 30, 2012
|
$
|
0.12
|
$
|
0.50
|
||||
|
September 30, 2012
|
$
|
0.15
|
$
|
0.39
|
||||
|
December 31, 2012
|
$
|
0.05
|
$
|
0.15
|
||||
|
Index to the Financial Statements
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
16
|
|
|
Consolidated Balance Sheets
|
17
|
|
|
Consolidated Statements of Operations
|
18
|
|
|
Consolidated Statements of Cash Flows
|
19
|
|
|
Consolidated Statements of Stockholders' Equity
|
20
|
|
|
Notes to Consolidated Financial Statements
|
21
|
|
|
December 31,
|
December 31,
|
|||||||
|
ASSETS
|
2012
|
2011
|
||||||
|
Current Assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
72,756
|
$
|
168,490
|
||||
|
Accounts receivable (less allowance for doubtful
|
||||||||
|
accounts of $26,801 in 2012 and $48,000 in 2011)
|
201,483
|
294,306
|
||||||
|
Deferred Compensation
|
17,562
|
37,041
|
||||||
|
Prepaid Expenses and other current assets
|
184,752
|
218,675
|
||||||
|
Total Current Assets
|
476,553
|
718,512
|
||||||
|
Property and Equipment:
|
||||||||
|
Property and equipment
|
3,851,104
|
3,024,302
|
||||||
|
Less—Accumulated depreciation
|
(2,189,024
|
)
|
|
(1,680,484
|
)
|
|||
|
Net Property and Equipment
|
1,662,080
|
1,343,818
|
||||||
|
Other Assets:
|
||||||||
|
Goodwill
|
2,201,828
|
2,201,828
|
||||||
|
Deferred compensation
|
9,052
|
26,614
|
||||||
|
Other assets
|
65,923
|
61,923
|
||||||
|
Intangible Assets, net
|
903,761
|
955,048
|
||||||
|
Total Other Assets
|
3,180,564
|
3,245,413
|
||||||
|
Total Assets
|
5,319,197
|
5,307,743
|
||||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current Liabilities:
|
||||||||
|
Accounts payable and accrued expenses
|
1,214,580
|
1,343,855
|
||||||
|
Credit line payable
|
100,292
|
100,292
|
||||||
|
Due to related party
|
162,804
|
124,753
|
||||||
|
Dividend Payable
|
212,500
|
162,500
|
||||||
|
Deferred revenue
|
722,658
|
641,381
|
||||||
|
Leases payable
|
715,095
|
499,325
|
||||||
|
Loans payable
|
47,312
|
128,182
|
||||||
|
Contingent consideration in Message Logic acquisition
|
365,519
|
-
|
||||||
|
Total Current Liabilities
|
3,540,760
|
3,000,288
|
||||||
|
Deferred rental obligation
|
14,403
|
21,341
|
||||||
|
Due to officer
|
758,320
|
624,818
|
||||||
|
Loan payable long term
|
-
|
11,887
|
||||||
|
Leases payable long term
|
382,572
|
509,628
|
||||||
|
Convertible debt - Related party
|
500,000
|
-
|
||||||
|
Total Long Term Liabilities
|
1,655,295
|
1,167,674
|
||||||
|
Total Liabilities
|
5,196,055
|
4,167,962
|
||||||
|
Commitments and contingencies
|
-
|
-
|
||||||
|
Stockholders’ Equity:
|
||||||||
|
Preferred Stock, $.001 par value; 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;
|
||||||||
|
33,165,915 and 28,912,712 shares issued and outstanding, respectively
|
33,166
|
28,913
|
||||||
|
Additional paid in capital
|
12,042,623
|
10,705,470
|
||||||
|
Accumulated deficit
|
(11,954,049
|
)
|
(9,596,004
|
)
|
||||
|
Total Stockholders' Equity
|
123,142
|
1,139,781
|
||||||
|
Total Liabilities and Stockholders' Equity
|
$
|
5,319,197
|
$
|
5,307,743
|
||||
|
Years Ended
|
||||||||
|
December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Sales
|
$
|
4,018,351
|
$
|
3,940,323
|
||||
|
Cost of sales
|
2,715,060
|
2,509,921
|
||||||
|
Gross Profit
|
1,303,291
|
1,430,402
|
||||||
|
Selling, general and administrative
|
3,468,423
|
3,257,091
|
||||||
|
Loss from Operations
|
(2,165.132
|
)
|
(1,826,689
|
)
|
||||
|
Other Income (Expense)
|
||||||||
|
Gain on settlement of contingent consideration
|
-
|
176,497
|
||||||
|
Impairment of intangible assets
|
-
|
-
|
||||||
|
Interest income
|
166
|
2,244
|
||||||
|
Amortization of debt discount
|
-
|
(753,935
|
)
|
|||||
|
Amortization of deferred financing fees
|
(74
|
)
|
(4,368
|
)
|
||||
|
Loss on extinguishment of debt
|
-
|
(142,925
|
)
|
|||||
|
Loss on settlement of liabilities
|
-
|
(8,975
|
)
|
|||||
|
Interest expense
|
(143,005
|
)
|
(245,496
|
)
|
||||
|
Total Other (Expense)
|
(142,913
|
)
|
(976,958
|
)
|
||||
|
Loss before provision for income taxes
|
(2,308,045
|
)
|
(2,803,647
|
)
|
||||
|
Provision for income taxes
|
-
|
-
|
||||||
|
Net Loss
|
(2,308,045
|
)
|
(2,803,647
|
)
|
||||
|
Preferred Stock Dividend
|
(50,000
|
)
|
(50,000
|
)
|
||||
|
Net Loss Available to Common Shareholders
|
$
|
(2,358,045
|
)
|
$
|
(2,853,647
|
)
|
||
|
Loss per Share – Basic and Diluted
|
$
|
(0.08
|
)
|
$
|
(0.13
|
)
|
||
|
Weighted Average Number of Shares - Basic and Diluted
|
30,194,221
|
21,690,051
|
||||||
|
DATA STORAGE CORPORATION AND SUBSIDIARY
|
||||||||
|
|
||||||||
|
Years Ended
|
||||||||
|
December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Net loss
|
$
|
(2,308,045
|
)
|
$
|
(2,803,647
|
)
|
||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Depreciation and amortization
|
728,001
|
694,393
|
||||||
|
Amortization of debt discount
|
-
|
753,934
|
||||||
|
Non cash interest expense
|
45,890
|
167,925
|
||||||
|
Loss on extinguishment of debt
|
-
|
142,925
|
||||||
|
Loss on settlement of liabilities
|
-
|
8,975
|
||||||
|
Deferred compensation
|
19,480
|
19,333
|
||||||
|
Deferred financing fees
|
-
|
4,368
|
||||||
|
Allowance for doubtful accounts
|
(21,199
|
)
|
31,000
|
|
||||
|
Stock based compensation
|
300,266
|
78,836
|
||||||
|
Gain on settlement of contingent consideration
|
-
|
(176,496
|
) | |||||
|
Changes in Assets and Liabilities:
|
||||||||
|
Accounts receivable
|
114,021
|
62,391
|
|
|||||
|
Other assets
|
12,144
|
(5,138)
|
||||||
|
Prepaid expenses and other current assets
|
33,923
|
(155,460
|
)
|
|||||
|
Employee Loan
|
(10,000
|
)
|
23,000
|
|||||
|
Accounts payable and accrued expenses
|
245,450
|
459,234
|
||||||
|
Deferred revenue
|
2,219
|
179,657
|
|
|||||
|
Deferred rent
|
(6,938
|
) |
(4,723
|
)
|
||||
|
Due to related party
|
38,051
|
-
|
||||||
|
Net Cash Used in Operating Activities
|
(806,737
|
) |
(519,493
|
)
|
||||
|
Cash Flows from Investing Activities:
|
||||||||
|
Capital expenditures
|
(106,053
|
)
|
|
(96,575
|
)
|
|||
|
Net Cash Used in Investing Activities
|
(106,053
|
)
|
(96,575
|
)
|
||||
|
Cash Flows from Financing Activities:
|
||||||||
|
Proceeds from the issuance of common stock
|
500,000
|
1,755,000
|
||||||
|
Issuance of convertible debt
|
500,000
|
-
|
||||||
|
Repayments of capital lease obligations
|
(220,584
|
) |
(328,470
|
) | ||||
|
Repayments of loan obligations
|
(92,757
|
) |
(133,673)
|
|||||
|
Advances from credit line
|
-
|
322
|
||||||
|
Payment of preferred dividend
|
-
|
(12,500
|
) | |||||
|
Repayment of contingent consideration
|
(3,105
|
) |
(546,516
|
) | ||||
|
Advances from shareholder
|
133,502
|
-
|
||||||
|
Net Cash Provided by Financing Activities
|
817,056
|
|
734,163
|
|||||
|
Increase (Decrease)
in Cash and Cash Equivalents
|
(95,734)
|
118,095
|
||||||
|
Cash and Cash Equivalents, Beginning of Year
|
168,490
|
|
|
50,395
|
||||
|
Cash and Cash Equivalents, End of Year
|
$
|
72,756
|
|
|
$
|
168,490
|
||
|
Cash paid for interest
|
$
|
50,012
|
$
|
76,571
|
||||
|
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
||||
|
Non cash investing and financing activities:
|
||||||||
|
Stock issued in connection with Message Logic
|
$
|
108,894
|
$
|
-
|
||||
|
Accrual of preferred stock dividend
|
$
|
50,000
|
$
|
50,000
|
||||
|
Warrants issued with convertible debt
|
$
|
-
|
$
|
-
|
||||
|
Stock issued in connection with acquisition of SafeData, LLC
|
$
|
-
|
$
|
150,000
|
||||
|
Fixed assets acquired under capital leases
|
$
|
309,297
|
$
|
895,957
|
||||
|
Stock issued for settlement of payables
|
$
|
-
|
$
|
255,000
|
||||
|
Stock issued for financing fees
|
$
|
42,500
|
$
|
42,500
|
||||
|
Stock issued for deferred compensation
|
$
|
443,664
|
$
|
21,250
|
||||
|
Stock issued in settlement of convertible debt
|
$
|
-
|
$
|
1,000,000
|
||||
|
Stock issued for accrued interest
|
$
|
-
|
$
|
129,166
|
||||
|
Preferred Stock
|
Common Stock
|
Additional
Paid in
|
Accumulated
|
|||||||||||||||||||||||||
|
Description
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|||||||||||||||||||||
|
Balance January 1, 2011
|
1,401,786
|
$ |
1,402
|
17,860,331
|
$ |
17,861
|
$ |
7,313,844
|
$ |
(6,742,357
|
)
|
$ |
590,750
|
|||||||||||||||
|
Common stock issued in private placement
|
-
|
-
|
3,940,777
|
3,941
|
1,751,059
|
-
|
1,755,000
|
|||||||||||||||||||||
|
Common stock issued in debt conversion
|
-
|
-
|
2,564,098
|
2,564
|
997,436
|
-
|
1,000,000
|
|||||||||||||||||||||
|
Common stock issued in lieu of interest
|
-
|
400,002
|
398
|
271,695
|
-
|
272,093
|
||||||||||||||||||||||
|
Warrants exercised
|
-
|
-
|
2,997,632
|
2,998
|
(2,998
|
)
|
-
|
-
|
||||||||||||||||||||
|
Stock issued in settlement of contingent liability
|
-
|
-
|
428,571
|
429
|
149,571
|
-
|
150,000
|
|||||||||||||||||||||
|
Common stock issued in equity financing
|
-
|
-
|
50,000
|
50
|
42,450
|
-
|
42,500
|
|||||||||||||||||||||
|
Stock based compensation
|
-
|
-
|
-
|
-
|
78,837
|
-
|
78,837
|
)
|
||||||||||||||||||||
|
Stock issued for services provided
|
-
|
-
|
25,000
|
25
|
21,225
|
-
|
21,250
|
)
|
||||||||||||||||||||
|
Stock Options exercised
|
-
|
-
|
837,730
|
838
|
(838
|
)
|
-
|
-
|
||||||||||||||||||||
|
Common stock issued in private placement
|
-
|
-
|
3,940,777
|
3,941
|
1,751,059
|
-
|
1,755,000
|
|||||||||||||||||||||
|
Common stock issued in debt conversion
|
-
|
-
|
2,564,098
|
2,564
|
997,436
|
-
|
1,000,000
|
|||||||||||||||||||||
|
Common stock issued in lieu of interest
|
-
|
-
|
400,002
|
398
|
271,695
|
-
|
272,093
|
|||||||||||||||||||||
|
Warrants exercised
|
-
|
-
|
2,997,632
|
2,998
|
(2,998
|
)
|
-
|
-
|
||||||||||||||||||||
|
Stock issued in settlement of contingent liability
|
-
|
-
|
428,571
|
429
|
149,571
|
-
|
150,000
|
|||||||||||||||||||||
|
Common stock issued in equity financing
|
-
|
-
|
50,000
|
50
|
42,450
|
-
|
42,500
|
|||||||||||||||||||||
|
Stock based compensation
|
-
|
-
|
-
|
-
|
78,837
|
-
|
78,837
|
|||||||||||||||||||||
|
Stock issued for services provided
|
-
|
-
|
25,000
|
25
|
21,225
|
-
|
21,250
|
|||||||||||||||||||||
|
Stock Options exercised
|
-
|
-
|
837,730
|
838
|
(838
|
)
|
-
|
-
|
||||||||||||||||||||
|
Stock issued in settlement of accounts payable
|
-
|
-
|
300,000
|
300
|
254,700
|
-
|
255,000
|
|||||||||||||||||||||
|
Stock issuance cancellations
|
-
|
-
|
(491,429
|
)
|
(491
|
)
|
(171,509
|
)
|
-
|
(172,000
|
)
|
|||||||||||||||||
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
(2,803,647
|
)
|
(2,803,647
|
)
|
|||||||||||||||||||
|
Preferred stock dividend
|
-
|
-
|
-
|
-
|
-
|
(50,000
|
)
|
(50,000
|
)
|
|||||||||||||||||||
|
Balance December 31, 2011
|
1,401,786
|
1,402
|
28,912,712
|
28,913
|
10,705,470
|
(9,596,004
|
)
|
1,139,781
|
||||||||||||||||||||
|
Stock based compensation
|
-
|
-
|
-
|
-
|
282,704
|
-
|
282,704
|
|||||||||||||||||||||
|
Stock issued in settlement of accrued compensation
|
-
|
-
|
-
|
-
|
443,664
|
-
|
443,664
|
|||||||||||||||||||||
|
Common Stock issued in equity f
inancing
|
-
|
-
|
50,000
|
50
|
6,094
|
-
|
6,144
|
|||||||||||||||||||||
|
Warrants exercised
|
-
|
-
|
143,910
|
144
|
(144)
|
-
|
-
|
|||||||||||||||||||||
|
Stock issued Message Logic
|
-
|
-
|
725,960
|
726
|
108,168
|
-
|
108,894
|
|||||||||||||||||||||
|
Stock Options exercised
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
|
Common stock issued in private placement
|
-
|
-
|
3,333,333
|
3,333
|
496,667
|
-
|
500,000
|
|||||||||||||||||||||
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
(2,308,045
|
) |
(2,308,045
|
)
|
|||||||||||||||||||
|
Preferred stock dividend
|
-
|
-
|
-
|
-
|
-
|
(50,000
|
)
|
(50,000
|
)
|
|||||||||||||||||||
|
Balance December 31, 2012
|
1,401,786
|
$ |
1,402
|
33,165,915
|
$ |
33,166
|
$ |
12,042,623
|
$ |
(11,954,049
|
)
|
$ |
123,142
|
|||||||||||||||
|
|
December 31,
|
||||||
|
2012
|
2011
|
||||||
|
Storage equipment
|
$
|
2,205,243
|
$
|
2,149, 294
|
|||
|
Website and software
|
622,667
|
169,833
|
|||||
|
Furniture and fixtures
|
22,837
|
22,837
|
|||||
|
Computer hardware and software
|
91,687
|
91,687
|
|||||
|
Data Center Equipment
|
908,670
|
|
590,651
|
||||
|
3,851,104
|
3,024,302
|
||||||
|
Less: Accumulated depreciation
|
2,189,024
|
|
|
|
1,680,484
|
||
|
Net property and equipment
|
$
|
1,662,080
|
|
$
|
1,343,818
|
||
|
December 31, 2012
|
||||||||||||
|
Estimated life in years
|
Gross amount
|
Accumulated
Amortization
|
||||||||||
|
Goodwill
|
Indefinite
|
$
|
2,201,828
|
-
|
||||||||
|
Intangible assets not subject to amortization
|
||||||||||||
|
Trademarks
|
Indefinite
|
294,268
|
-
|
|||||||||
|
Intangible assets subject to amortization
|
||||||||||||
|
Customer list
|
5 - 15 |
897,274
|
383,354
|
|||||||||
|
Non-compete agreements
|
4 |
262,147
|
166,574
|
|||||||||
|
Total Intangible Assets
|
1,453,689
|
549,928
|
||||||||||
|
Total Goodwill and Intangible Assets
|
$
|
3,665,517
|
$
|
549,928
|
||||||||
|
Twelve months ending December 31,
|
||||
|
2013
|
$
|
244,992
|
||
|
2014
|
209,492
|
|||
|
2015
|
98,844
|
|||
|
2016
|
30,635
|
|||
|
2017
|
25,530
|
|||
|
Total
|
$
|
609,495
|
||
|
Future minimum lease payments under the capital leases are as follows:
|
||||
|
As of December 31, 2012
|
$
|
1,162,453
|
||
|
Less amount representing interest
|
(64,786
|
)
|
||
|
Total obligations under capital leases
|
1,097,667
|
|||
|
Less current portion of obligations under capital leases
|
(715,095
|
)
|
||
|
Long-term obligations under capital leases
|
$
|
382,572
|
||
|
Long-term obligations under capital leases at December 31, 2012 mature as follows:
|
||||
|
For the year ending December 31, 2013
|
$
|
715,095
|
||
|
2014
|
329,700
|
|||
|
2015
|
52,872
|
|||
|
|
||||
|
$
|
1,097,667
|
|||
|
The assets held under the capital leases are included in property and equipment as follows:
|
||||
|
Equipment
|
$
|
1,571,784
|
||
|
Less: accumulated depreciation
|
510,151
|
|||
|
$
|
1,061,633
|
|||
|
For the year ending December 31, 2013
|
$ | 47,312 |
|
For the year Ending December 31,:
|
||||
|
2013
|
$
|
78,259
|
||
|
2014
|
39,709
|
|||
|
$
|
117,968
|
|||
|
Number of Shares
Under
Options
|
Range of
Option Price
Per Share
|
Weighted
Average
Exercise
Price
|
||||||||||
|
Options Outstanding at January 1, 2011
|
3,670,169
|
$
|
0.02 - 0.36
|
$
|
0.09
|
|||||||
|
Options Granted
|
522,215
|
0.31 - 0.36
|
0.35
|
|||||||||
|
Options Exercised
|
(1,583,592
|
)
|
0.02
|
0.02
|
||||||||
|
Options Cancelled
|
(45,677
|
)
|
0.32
|
0.32
|
||||||||
|
Options Outstanding at December 31, 2011
|
2,563,115
|
$
|
0.02 - 0.36
|
$
|
0.14
|
|||||||
|
Options Granted
|
3,707,656
|
0.41 - 0.85
|
0.24
|
|||||||||
|
Options Exercised
|
-
|
-
|
- | |||||||||
|
Options Expired
|
(36,779
|
)
|
0.32
|
0.85
|
||||||||
|
Options Outstanding at December 31, 2012
|
6,232,992
|
$
|
0.02 - 0.85
|
$
|
0.26
|
|||||||
|
Options Exercisable at December 31, 2012
|
2,740,168
|
$
|
0.02 -
0.85
|
$
|
0.27
|
|||||||
|
2012
|
2011
|
|||||||
|
Weighted average fair value of options granted
|
$
|
0.26
|
$ |
0.37
|
||||
|
Risk-free interest rate
|
1.59
|
%
|
2.20
|
%
|
||||
|
Volatility
|
98.0
|
%
|
74.98
|
%
|
||||
|
Expected life (years)
|
10
|
10
|
||||||
|
Dividend yield
|
0.00
|
%
|
0.00
|
%
|
||||
|
Number of Shares Under Warrants
|
Range of
Warrants Price Per Share
|
Weighted Average Exercise Price
|
||||||||||
|
Warrants Outstanding at January 1, 2011
|
3,225,865
|
$
|
0.02
|
$
|
0.02
|
|||||||
|
Warrants Granted
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Warrants Exercised
|
3,052,438
|
-0-
|
-0-
|
|||||||||
|
Warrants Cancelled
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Warrants Outstanding at December 31, 2011
|
173,427
|
$
|
0.02
|
$
|
0.02
|
|||||||
|
Warrants Granted
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Warrants Exercised
|
144,785
|
0.01
|
0.01
|
|||||||||
|
Warrants Cancelled
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Warrants Outstanding at December 31, 2012
|
28,642
|
$
|
0.02
|
$
|
0.02
|
|||||||
|
Warrants exercisable at December 31, 2012
|
28,642
|
$
|
0.02
|
$
|
0.02
|
|||||||
|
|
Years Ended December 31,
|
|||||||
|
2012
|
2011
|
|||||||
|
CURRENT
|
||||||||
|
Federal
|
$
|
-0-
|
$
|
-0-
|
||||
|
State
|
-0-
|
-0-
|
||||||
|
Total current tax provision
|
-0-
|
-0-
|
||||||
|
DEFERRED
|
||||||||
|
Federal
|
-0-
|
-0-
|
||||||
|
State
|
-0-
|
-0-
|
||||||
|
Total deferred tax provision
|
-0-
|
-0-
|
||||||
|
Total tax provision (benefit)
|
$
|
-0-
|
$
|
-0-
|
||||
|
Deferred Tax Assets:
|
||||||||
|
Net operating loss carry-forward
|
$
|
(1,338,407)
|
$
|
(1,300,983
|
)
|
|||
|
Less: valuation allowance
|
(1,338,407)
|
(1,300,983
|
)
|
|||||
|
Deferred tax assets
|
-0-
|
-0-
|
||||||
|
Deferred tax liabilities
|
-0-
|
-0-
|
||||||
|
Net deferred tax asset
|
$
|
-0-
|
$
|
-0-
|
|
Year Ended December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Expected income tax benefit (loss) at statutory rate of 34%
|
$
|
657,132
|
$
|
473,295
|
||||
|
State and local tax benefit, net of federal
|
137,225
|
98,835
|
||||||
|
Change in valuation account
|
(794,357
|
)
|
(572,130)
|
|||||
|
Income tax expense (benefit)
|
$
|
-0-
|
$
|
-0-
|
||||
|
Purchase price:
|
||||
|
Stock issued to seller at closing
|
$
|
80,764
|
||
|
Stock issued to creditor of seller at closing
|
28,130
|
|||
|
Assumption of liabilities of seller
|
102,109
|
|||
|
Contingent purchase price
|
368,624
|
|||
|
Total purchase price
|
579,627
|
|||
|
Assets acquired:
|
||||
|
Trade Name/Trade Mark
|
15,000
|
|||
|
Customer Agreements
|
153,175
|
|||
|
Software and Source Code
|
406,581
|
|||
|
Fixed Assets
|
4,870
|
|||
|
Security Deposits
|
0
|
|||
|
Total assets acquired
|
$ |
579,627
|
||
|
Liabilities assumed:
|
||||
|
Accounts payable
|
$ |
23,051
|
||
|
Prepaid Revenue
|
0
|
|||
|
Deferred Revenue
|
79,058
|
|||
|
Total liabilities assumed
|
102,109
|
|||
|
Net assets acquired
|
477,518
|
|||
|
Excess purchase price
|
$
|
-
|
||
|
Customer list
|
5 years
|
|
Non-compete agreements
|
4 years
|
|
Name
|
Age
|
Position
|
||
|
Charles M. Piluso
|
59
|
President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board
|
||
|
Richard Rebetti Jr.
|
47
|
Director, Chief Operating Officer and Treasurer
|
||
|
Peter Briggs
|
54
|
Officer and Vice President
|
||
|
Matthew Grosso
|
49
|
Secretary and Vice President
|
||
|
Stephen Catanzano
|
47
|
Vice President
|
||
|
John Argen
|
58
|
Director
|
||
|
Jan Burman
|
60
|
Director
|
||
|
Biagio Civale
|
77
|
Director
|
||
|
Joseph B. Hoffman
|
55
|
Director
|
||
|
Lawrence M. Maglione Jr.
|
51
|
Director
|
||
|
Cliff Stein
|
55
|
Director
|
||
|
John Coghlan
|
57
|
Director
|
|
Name & Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards(1)
|
Option
Awards(1)(6)
|
Non-Equity
Incentive Plan
Compensation
|
All Other
Compensation (3)
|
Total
|
||||||||||||||||||||||
|
Charles M. Piluso,
|
2012
|
$
|
28,260
|
-
|
- |
$
|
310,073
|
-
|
-
|
$
|
338,333
|
|||||||||||||||||||
|
President, Chief Executive Officer, and Chairman of the Board
|
2011
|
$
|
24,066
|
-
|
$
|
200,000
|
(2)
|
- |
-
|
-
|
$ |
224,066
|
||||||||||||||||||
|
Peter Briggs,
|
2012
|
$
|
181,264
|
$
|
55,138
|
-
|
$ |
44,333
|
(5) |
-
|
$
|
12,000
|
$
|
292,735
|
||||||||||||||||
|
Executive Vice President, Business Development,
|
2011
|
$
|
180,097
|
$
|
98,454
|
-
|
$
|
- |
-
|
$
|
12,000
|
$
|
290,551
|
|||||||||||||||||
|
|
||||||||||||||||||||||||||||||
|
Richard Rebetti,
|
2012
|
$
|
200,000
|
$
|
-
|
-
|
$
|
39,835
|
-
|
$
|
$
|
239,835
|
||||||||||||||||||
|
Chief Operating Officer Treasurer(4)
|
2011
|
$
|
170,895
|
$
|
-
|
-
|
$
|
157,281
|
-
|
$
|
11,926
|
$
|
340,102
|
|||||||||||||||||
|
(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.
|
|
(2)
|
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.
|
|
(3)
|
Mr. Briggs received $1,000 per month as an automobile allowance during 2011 and 2012.
|
|
(4)
|
Mr. Rebetti was a consultant from January 1, 2011 through March 7, 2011 and received $11,926 in consulting fees. Mr. Rebetti was awarded options to purchase 485,436 shares of common stock valued at $157,281 at an exercise price of $0.41 per share in August 2011 and was awarded options to purchase 113,815 shares of common stock valued at $39,835 at an exercise price of $0.15 per share in June 2012.
|
|
|
(5)
|
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.
|
|
| (6) | Messrs. Piluso and Rebetti Received $5,000 for services as a director. |
|
Option Awards (1) (2)
|
|||||||||||||||
|
Name
|
Option Approval Date
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Equity Incentive Plan
Awards: Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
||||||||||
|
Charles M. Piluso
|
5/26/2009
|
16,141
|
6,917
|
0.32
|
5/25/2019
|
||||||||||
|
12/15/2009
|
150,000
|
100,000
|
0.36
|
12/14/2019
|
|||||||||||
|
12/31/2009
|
8,101
|
5,787
|
0.36
|
12/30/2019
|
|||||||||||
|
12/16/2010
|
5,714
|
8,572
|
0.35
|
12/15/2020
|
|||||||||||
|
(3)
|
3/6/2012
|
548,780
|
0
|
0.394
|
6/17/2022
|
||||||||||
|
6/18/2012
|
337,143
|
0
|
0.394
|
6/17/2022
|
|||||||||||
|
12/11/2012
|
0
|
33,333
|
0.15
|
12/10/2022
|
|||||||||||
|
Peter Briggs
|
12/16/2010
|
57,143
|
85,714
|
0.35
|
12/15/2020
|
||||||||||
|
9/30/2010
|
59,524
|
83.333
|
0.35
|
11/23/2020
|
|||||||||||
|
(4)
|
3/6/2012
|
333,333
|
0
|
0.15
|
10/11/2022
|
||||||||||
|
Matthew P. Grosso
|
2/12/2009
|
64,947
|
19,767
|
0.29
|
2/8/2019
|
||||||||||
|
9/30/2010
|
59,524
|
83,333
|
0.35
|
11/23/2020
|
|||||||||||
|
8/12/2010
|
65,476
|
91,667
|
0.35
|
11/23/2020
|
|||||||||||
|
12/16/2010
|
57,143
|
85,714
|
0.35
|
12/15/2020
|
|||||||||||
|
(5)
|
10/12/2012
|
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, 2012returned 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.
|
|
Director Compensation(1)
|
||||||||
|
Name
|
Option
Awards(2)
|
Total
|
||||||
|
Charles M. Piluso
|
$
|
5,000
|
$
|
5,000
|
||||
|
Richard Rebetti Jr.
|
$
|
5,000
|
$
|
5,000
|
||||
|
John Argen
|
$
|
5,000
|
$
|
5,000
|
||||
|
Jan Burman
|
$
|
5,000
|
$
|
5,000
|
||||
|
Biagio Civale
|
$
|
5,000
|
$
|
5,000
|
||||
|
Joseph B. Hoffman
|
$
|
5,000
|
$
|
5,000
|
||||
|
Lawrence M. Maglione Jr
|
$
|
5,000
|
$
|
5,000
|
||||
|
Cliff Stein
|
$
|
5,000
|
$
|
5,000
|
||||
|
(1)
|
The only compensation awarded to directors for their service on the Board in respect of fiscal year 2012 included non-qualified stock options, which were granted in 2012. The 2012 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 11, 2012, 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, 2012) 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.
|
|
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))
|
||||||||
|
Plan Category
|
(a)
|
(b)
|
(c)
|
|||||||
|
Equity compensation plans approved by security holders
|
-
|
-
|
-
|
|||||||
|
Equity compensation plans not approved by security holders
|
6,261,634
|
(1) |
$
|
0.26
|
0
|
|||||
|
Total
|
6,261,634
|
$
|
0.26
|
0
|
||||||
| (1) | In October 2008, our Board adopted the 2008 Plan. As of the end of fiscal year 2012, we had 3,075,938 shares of our common stock issuable upon the exercise of outstanding options granted pursuant to the 2008 Plan. As of end of fiscal year, 2012, there were warrants outstanding to purchase 28,642 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 2012, our Board amended and restated the 2010 Plan and it was renamed the “Amended and Restated DSC Incentive Award Plan” As of the end of fiscal year 2012, 3,137,054 were issued under the 2010 Plan |
|
Name and Address of
Beneficial Owner (1)(2)
|
Title of
Class
|
Amount and Nature of
Beneficial Ownership
|
Percent of
Class (3)
|
|||||||
|
Charles Piluso (4)
|
Common Stock
|
15,444,516
|
40
|
%
|
||||||
|
John Coghlan (14)
|
Common Stock
|
4,540,943
|
12
|
%
|
||||||
|
Jan Burman (5)
|
Common Stock
|
2,470,298
|
6
|
%
|
||||||
|
Peter Briggs (6)
|
Common Stock
|
1,816,693
|
5
|
%
|
||||||
|
Biagio Civale (7)
|
Common Stock
|
1,135,536
|
3
|
%
|
||||||
|
Matthew P. Grosso (8)
|
Common Stock
|
1,324,389
|
3
|
%
|
||||||
|
Cliff Stein (9)
|
Common Stock
|
3,388,172
|
9
|
%
|
||||||
|
Richard Rebetti, Jr. (10)
|
Common Stock
|
368,154
|
1
|
%
|
||||||
|
Lawrence Maglione, Jr. (11)
|
Common Stock
|
101,346
|
*
|
|||||||
|
John Argen (12)
|
Common Stock
|
68,174
|
*
|
|||||||
|
Joseph Hoffman (13)
|
Common Stock
|
68,174
|
*
|
|||||||
|
Stephen Catanzano (15)
|
Common Stock
|
239,299
|
*
|
|||||||
|
All Executive Officers and Directors as a group
|
Common Stock
|
30,726,395
|
80
|
%
|
||||||
|
(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 April 15, 2013. 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 33,165,915 shares of common stock issued and outstanding as of April 15, 2013 and 5,135,470 options that can be acquired within 60 days of April 15, 2013. 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 1,124,930 shares of common stock Mr. Piluso has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of April 15, 2013. 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 56,228 shares of common stock Mr. Burman has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of April 15, 2013.
|
|
(6)
|
Includes 473,810 shares of common stock Mr. Briggs has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of April 15, 2013.
|
|
(7)
|
Includes 708,698 shares of common stock Mr. Civale has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of April 15, 2013.
|
|
(8)
|
Includes 1,324,389 shares of common stock Mr. Grosso has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of April 15, 2013.
|
|
(9)
|
Includes 38,683 shares of common stock Mr. Stein has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of April 15, 2013.
|
|
(10)
|
Includes 359,982 shares of common stock Mr. Rebetti has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of April 15, 2013
|
|
(11)
|
Includes 68,174 shares of common stock Mr. Maglione has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of April 15, 2013
|
|
(12)
|
Includes 68,174 shares of common stock Mr. Argen has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of April 15, 2013.
|
|
(13)
|
Includes 68,174 shares of common stock Mr. Hoffman has the right to acquire upon exercise of options currently exercisable or exercisable within 60 days of April 15, 2013.
|
|
(14)
|
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 April 15, 2013.
|
|
(15)
|
Includes 239,299 shares of common stock Mr. Catanazano will receive as the result of DSC acquiring Message Logic.
|
|
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).
|
|
|
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, 2012 (incorporated by reference to Exhibit 99.1 to Form 8-K, filed on May 30, 2012).
|
|
| 10.4 |
Term Sheet for Acquisition by Data Storage Corporation of Message Logic, Inc., dated August 31, 2012 (incorporated by reference to Exhibit 99.1 to Form 8-K filed on September 4, 2012).
|
|
|
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, 2012, 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, 2012, 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, 2012).
|
|
|
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, 2012).
|
|
|
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, 2012, 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, 2012).
|
|
|
10.13
|
Stock Purchase Agreement, dated September 7, 2012, by and between Data Storage Corporation and Clifford Stein (incorporated by reference to Exhibit 2.2 to Form 8-K filed on September 13, 2012). | |
|
10.14
|
Stock Purchase Agreement, dated September 18, 2012, by and between Data Storage Corporation and Jan Burman (incorporated by reference to Exhibit 2.1 to Form 8-K filed on September 21, 2012).
|
|
|
10.15
|
Stock Purchase Agreement, dated September 18, 2012, 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, 2012).
|
|
|
10.16
|
Stock Purchase Agreement, dated September 18, 2012, 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, 2012).
|
|
|
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, 2012).
|
|
|
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
|
|
|
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
|
|
DATA STORAGE CORPORATION
|
|||
|
By:
|
/s/
Charles M. Piluso
|
||
|
President, Chief Executive Officer
|
|||
|
Chief Financial Officer
|
|||
|
Principal Executive Officer
|
|||
|
Principal Accounting Officer
|
|||
|
Dated
|
April 16, 2013
|
|
Signature
|
Title
|
Date
|
||
|
/s/ Charles M. Piluso
|
President, Chief Executive Officer, Chief
|
April 16, 2012
|
||
|
Charles M. Piluso
|
Financial Officer, Principal Executive Officer,
|
|||
| Principal Accounting Officer | ||||
|
/s/ Richard Rebetti Jr.
|
Chief Operating Officer, Chief Financial Officer,
|
April 16, 2012
|
||
|
Richard Rebetti Jr.
|
and Director | |||
|
/s/ John Argen
|
Director
|
April 16, 2012
|
||
|
John Argen
|
||||
|
/s/ Jan Burman
|
Director
|
April 16, 2012
|
||
|
Jan Burman
|
||||
|
/s/ Biagio Civale
|
Director
|
April 16, 2012
|
||
|
Biagio Civale
|
||||
|
/s/ Joseph B. Hoffman
|
Director
|
April 16, 2012
|
||
|
Joseph B. Hoffman
|
||||
|
/s/ Lawrence M. Maglione Jr.
|
Director
|
April 16, 2012
|
||
|
Lawrence M. Maglione Jr.
|
||||
|
/s/ John Coghlan
|
Director
|
April 16, 2012
|
||
|
John Coghlan
|
||||
|
/s/ Cliff Stein
|
Director
|
April 16, 2012
|
||
|
Cliff Stein
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|