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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Global Digital Solutions Inc (CE) | USOTC:GDSI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
New
Jersey
|
|
22-3392051
|
(State or other
Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
777
South Flagler Drive, Suite 800 West Tower, West Palm Beach,
FL
|
|
33401
|
(Address of
Principal Executive Offices)
|
|
(Zip
Code)
|
|
|
|
|
Large accelerated
filer
|
☐
|
Accelerated
filer
|
☐
|
|
|
|
|
Non-accelerated
filer
|
☐ (Do not
check if a smaller reporting company)
|
Smaller reporting
company
|
☑
|
|
|
|
|
|
|
Emerging Growth
company
|
☐
|
|
Page
|
|
|
|
|
PART I.
FINANCIAL INFORMATION
|
|
|
|
|
|
ITEM
1.
|
Financial
Statements
|
3
|
|
|
|
|
Condensed
Consolidated Balance Sheets as September 30, 2017 (unaudited) and
December 31, 2016
|
3
|
|
|
|
|
Condensed
Consolidated Statements of Operations for the Three and Nine months
ended September 30, 2017 and 2016 (unaudited)
|
4
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows for the Nine months ended
September 30, 2017 and 2016 (unaudited)
|
5
|
|
|
|
|
Notes to Condensed
Consolidated Financial Statements (unaudited)
|
6
|
|
|
|
ITEM
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
|
17
|
|
|
|
ITEM
3.
|
Quantitative and
Qualitative Disclosures about Market Risk
|
25
|
|
|
|
ITEM
4.
|
Controls and
Procedures
|
25
|
|
|
|
PART II.
OTHER INFORMATION
|
|
|
|
|
|
ITEM
1.
|
Legal
Proceedings
|
26
|
|
|
|
ITEM
1A.
|
Risk
Factors
|
30
|
|
|
|
ITEM
2.
|
Unregistered Sales
of Equity Securities and Use of Proceeds
|
30
|
|
|
|
ITEM
3.
|
Defaults Upon
Senior Securities
|
30
|
|
|
|
ITEM
4.
|
Mine Safety
Disclosures
|
30
|
|
|
|
ITEM
5.
|
Other
Information
|
30
|
|
|
|
ITEM
6.
|
Exhibits
|
31
|
|
|
|
SIGNATURES
|
34
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||
|
September 30,
|
September 30,
|
||
|
2017
|
2016
|
2017
|
2016
|
Revenue
|
$
-
|
$
-
|
$
-
|
$
14,386
|
|
|
|
|
|
Cost of revenue
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Gross profit
|
-
|
-
|
-
|
14,386
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
Selling,
general and administrative expenses
|
161,840
|
99,577
|
539,016
|
234,161
|
|
|
|
|
|
Operating
loss before other income(expense)
|
(161,840
)
|
(99,577
)
|
(539,016
)
|
(219,775
)
|
|
|
|
|
|
Other (income)/expense
|
|
|
|
|
Change
in fair market value of derivative liability
|
13,900
|
(68,565
)
|
(424,449
)
|
(3,786
)
|
Amortization
of debt discount - Convertible Notes Payable
|
-
|
-
|
-
|
18,219
|
Amortization
of debt discount - Factoring
|
-
|
-
|
-
|
16,160
|
Interest
expense
|
5,457
|
5,454
|
16,365
|
16,362
|
|
19,357
|
(63,111
)
|
(408,084
)
|
46,955
|
|
|
|
|
|
Loss before provision for income taxes
|
(181,197
)
|
(36,466
)
|
(130,932
)
|
(266,730
)
|
|
|
|
|
|
Provision for income taxes
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Net loss
|
$
(181,197
)
|
$
(36,466
)
|
$
(130,932
)
|
$
(266,730
)
|
|
|
|
|
|
|
|
|
|
|
Loss per common share - basic
|
$
(0.00
)
|
$
(0.00
)
|
$
(0.00
)
|
$
(0.00
)
|
|
|
|
|
|
Weighted average common shares:
|
|
|
|
|
Basic
|
530,806,571
|
530,806,571
|
530,806,571
|
530,806,571
|
|
For the Nine Months Ended
|
|
|
September 30,
2017
|
September 30,
2016
|
Operating Activities
|
|
|
Net
loss
|
$
(130,932
)
|
$
(266,730
)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation
|
-
|
4,920
|
Stock- based
compensation
|
-
|
(126,554
)
|
Amortization of
debt discount
|
-
|
34,379
|
Change in fair
value of derivative liability
|
(424,449
)
|
(3,786
)
|
Prepaid
expenses
|
-
|
76,514
|
Accounts
payable
|
105,980
|
249,858
|
Accrued
expenses
|
376,365
|
26,668
|
Financed insurance
policy
|
-
|
(53,660
)
|
Due to
officer
|
73,036
|
55,447
|
Net
cash used in operating activities
|
-
|
(2,944
)
|
|
|
|
|
|
|
Net
decrease in cash
|
-
|
(2,944
)
|
Cash
at beginning of period
|
-
|
2,944
|
|
|
|
Cash
at end of period
|
$
-
|
$
-
|
|
|
|
Supplementary
disclosure of cash flow information
|
-
|
-
|
Cash paid during
the period for:
|
-
|
-
|
Interest
|
$
-
|
$
-
|
Taxes
|
$
-
|
$
-
|
Supplementary
disclosure of non-cash investing and financing
activities
|
-
|
-
|
|
Three Months
ended
|
|
|
September
30,
2017
|
September
30,
2016
|
|
|
|
Convertible notes
and accrued interest
|
59,825,195
|
139,707,296
|
Preferred
stock
|
196,398,431
|
861,613,714
|
Stock
options
|
13,650,002
|
14,116,668
|
Warrants
|
1,500,000
|
2,500,000
|
Potentially
dilutive securities
|
271,373,628
|
1,017,937,678
|
|
September
30,
2017
|
December
31,
2016
|
Accrued
compensation to executive officers and employees
|
$
266,668
|
$
91,086
|
Accrued
professional fees
|
370,190
|
185,771
|
Accrued settlement
payment
|
100,000
|
100,000
|
Accrued
interest
|
54,006
|
37,641
|
|
$
790,864
|
$
414,498
|
|
2017
|
2016
|
Derivative
liability balance at beginning of period
|
$
672,724
|
$
270,080
|
Change in fair
value
|
(424,449
)
|
(3,786
)
|
Balance at end of
period
|
$
248,275
|
$
266,294
|
|
September
30,
2017
|
December
31,
2016
|
RLT
Consulting
|
$
33,841
|
$
33,841
|
Jerry
Gomolski
|
25,000
|
25,000
|
Charter
804CS
|
20,099
|
20,099
|
Gary
Gray
|
12,000
|
12,000
|
Total
|
$
90,940
|
$
90,940
|
Date
Issued
|
Recipient
|
Number
of
Shares
|
Purpose
of
Issuance
|
Value
of
Shares
|
Amount
Received
|
February 9,
2018
|
Accredited
Investor
|
4,320,000
|
Purchase
Agreement
|
$
0.012
|
$
12,096
|
February 9,
2018
|
Consultant
|
333,334
|
Services
|
$
0.012
|
N/A
|
February 21,
2018
|
Consultant
|
5,000,000
|
Services
|
$
0.012
|
N/A
|
March 13,
2018
|
Consultant
|
5,000,000
|
Services
|
$
0.012
|
$
20,000
|
March 13,
2018
|
Consultant
|
5,000,000
|
Services
|
$
0.012
|
N/A
|
March 13,
2018
|
Consultant
|
9,000,000
|
Services
|
$
0.012
|
N/A
|
|
Global Digital
Solutions, Inc
|
GDSI Florida,
LLC
|
North American
Custom Specialty Vehicles, Inc
|
Totals
|
Revenue
|
$
-
|
$
-
|
$
-
|
$
-
|
Cost of
Sales
|
-
|
-
|
-
|
-
|
Gross
Profit
|
-
|
-
|
-
|
-
|
Operating
Expenses
|
539,016
|
-
|
-
|
539,016
|
Operating Income
(Loss)
|
(539,016
)
|
-
|
-
|
(539,016
)
|
Other Income
(Expenses)
|
(408,084
)
|
-
|
-
|
(408,084
)
|
Loss – Before
Tax
|
$
(130,932
)
|
$
-
|
$
-
|
$
(130,932
)
|
|
Global Digital
Solutions, Inc
|
GDSI Florida,
LLC
|
North American
Custom Specialty Vehicles, Inc
|
Totals
|
Revenue
|
$
8,437
|
$
5,000
|
$
949
|
$
14,386
|
Cost of
Sales
|
-
|
-
|
-
|
-
|
Gross
Profit
|
8,437
|
5,000
|
949
|
14,386
|
Operating
Expenses
|
77,982
|
142,964
|
13,215
|
234,161
|
Operating Income
(Loss)
|
(69,545
)
|
(137,964
)
|
(12,266
)
|
(219,775
)
|
Other Income
(Expenses)
|
46,955
|
-
|
-
|
46,955
|
Loss – Before
Tax
|
$
(116,500
)
|
$
(137,964
)
|
$
(12,266
)
|
$
(266,730
)
|
|
Global Digital
Solutions, Inc
|
GDSI Florida,
LLC
|
North American
Custom Specialty Vehicles, Inc
|
Totals
|
Revenue
|
$
(8,437
)
|
$
(5,000
)
|
$
(949
)
|
$
(14,386
)
|
Cost of
Sales
|
-
|
-
|
-
|
-
|
Gross
Profit
|
(8,437
)
|
(5,000
)
|
(949
)
|
(14,386
)
|
Operating
Expenses
|
461,034
|
(142,964
)
|
(13,215
)
|
304,855
|
Operating Income
(Loss)
|
(469,471
)
|
137,964
|
12,266
|
(319,241
)
|
Other Income
(Expenses)
|
(455,039
)
|
-
|
-
|
(455,039
)
|
Loss – Before
Tax
|
$
(14,432
)
|
$
137,964
|
$
12,266
|
$
135,798
|
|
Global Digital
Solutions, Inc
|
GDSI Florida,
LLC
|
North American
Custom Specialty Vehicles, Inc
|
Totals
|
Revenue
|
$
-
|
$
-
|
$
-
|
$
-
|
Cost of
Sales
|
-
|
-
|
-
|
-
|
Gross
Profit
|
-
|
-
|
-
|
-
|
Operating
Expenses
|
161,840
|
-
|
-
|
161,840
|
Operating Income
(Loss)
|
(161,840
)
|
-
|
-
|
(161,840
)
|
Other Income
(Expenses)
|
19,357
|
-
|
-
|
19,357
|
Loss – Before
Tax
|
$
(181,197
)
|
$
-
|
$
-
|
$
(181,197
)
|
|
Global Digital
Solutions, Inc
|
GDSI Florida,
LLC
|
North American
Custom Specialty Vehicles, Inc
|
Totals
|
Revenue
|
$
-
|
$
-
|
$
-
|
$
-
|
Cost of
Sales
|
-
|
-
|
-
|
-
|
Gross
Profit
|
-
|
-
|
-
|
-
|
Operating
Expenses
|
99,280
|
297
|
-
|
99,577
|
Operating Income
(Loss)
|
(99,280
)
|
(297
)
|
-
|
(99,577
)
|
Other Income
(Expenses)
|
(63,111
)
|
-
|
-
|
(63,111
)
|
Loss – Before
Tax
|
$
(36,169
)
|
$
(297
)
|
$
-
|
$
(36,466
)
|
|
Global Digital
Solutions, Inc
|
GDSI Florida,
LLC
|
North American
Custom Specialty Vehicles, Inc
|
Totals
|
Revenue
|
$
-
|
$
-
|
$
-
|
$
-
|
Cost of
Sales
|
-
|
-
|
-
|
-
|
Gross
Profit
|
-
|
-
|
-
|
-
|
Operating
Expenses
|
62,560
|
(297
)
|
-
|
(62,263
)
|
Operating Income
(Loss)
|
(62,560
)
|
297
|
-
|
(62,263
)
|
Other Income
(Expenses)
|
82,468
|
-
|
-
|
82,468
|
Loss – Before
Tax
|
$
(145,028
)
|
$
297
|
$
-
|
$
(144,731
)
|
|
Periods
Ended
|
|
|
September 30,
2017
|
December 31,
2016
|
Current
Assets
|
$
26,858
|
$
26,858
|
Current
Liabilities
|
2,056,629
|
1,925,697
|
Working
capital
|
$
(2,029,771
)
|
$
(1,898,839
)
|
|
Periods
Ended
|
|
|
September
30, 2017
|
December
31, 2016
|
Net cash used in
operating activities
|
$
-
|
$
(2,944
)
|
Net cash used in
investing activities
|
-
|
-
|
Net cash provided
by financing activities
|
-
|
-
|
Increase (decrease)
in cash
|
$
-
|
$
(2,944
)
|
Exhibit
Number
|
Description
|
(2)
|
Plan
of acquisition, reorganization, arrangement, liquidation or
succession
|
Purchase Agreement
with Bronco Communications, LLC dated January 1, 2012 (incorporated
by reference to our Form 10 filed on August 8, 2013)
|
|
Amendment to
Purchase Agreement with Bronco Communications, LLC dated October
15, 2012 (incorporated by reference to our Form 10 filed on August
8, 2013)
|
|
Agreement of Merger
and Plan of Reorganization with Airtronic USA, Inc dated October,
2012 (incorporated by reference to our Form 10 filed on August 8,
2013)
|
|
First Amendment to
Agreement of Merger and Plan of Reorganization with Airtronic, USA,
Inc dated August 5, 2013 (incorporated by reference to our Form 10
filed on August 8, 2013)
|
|
Equity Purchase
Agreement with Brian A. Dekle, John Ramsey, GDSI Acquisition
Corporation, Global Digital Solutions, Inc., and North American
Custom Specialty Vehicle, LLC dated June 16, 2014 (incorporated by
reference to our Current Report on Form 8-K filed on June 19,
2014)
|
|
Share Purchase and
Sale Agreement with Global Digital Solutions, Inc., Grupo Rontan
Electro Metalurgica, S.A., Joao Alberto Bolzan and Jose Carlos
Bolzan dated October 8, 2015 (incorporated by reference to our
Current Report on Form 8-K filed on October 19, 2015)
|
|
(3)
|
(i)
Articles of Incorporation; and (ii) Bylaws
|
Certificate of
Incorporation dated August 28, 1995 (incorporated by reference to
our Form 10 filed on August 8, 2013)
|
|
Articles of Merger
dated March 18, 2004 (incorporated by reference to our Form 10
filed on August 8, 2013)
|
|
Certificate of
Amendment to the Certificate of Incorporation dated August 06, 2013
(incorporated by reference to our Form 10 filed on August 8,
2013)
|
|
Bylaws dated August
28, 1995 (incorporated by reference to our Form 10 filed on August
8, 2013)
|
|
Certificate of
Amendment to Certificate of Incorporation dated July 7, 2014
(incorporated by reference to our Current Report on Form 8-K filed
on July 30, 2014)
|
|
Certificate of
Amendment to Certificate of Incorporation dated May 18, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on May 20, 2015)
|
|
(10)
|
Material
Agreements
|
Debtor in
Possession Note Purchase Agreement with Airtronic USA, Inc. dated
October 22, 2012 (incorporated by reference to our Form 10 filed on
August 8, 2013)
|
|
Secured Promissory
Note with Airtronic USA, Inc. dated October 22, 2012 (incorporated
by reference to our Form 10 filed on August 8, 2013)
|
|
Security Agreement
with Airtronic USA, Inc. dated October 22, 2012 (incorporated by
reference to our Form 10 filed on August 8, 2013)
|
|
Bridge Loan
Modification and Ratification Agreement with Airtronic USA, Inc.
dated March, 2013 (incorporated by reference to our Form 10 filed
on August 8, 2013)
|
|
Second Bridge Loan
Modification and Ratification Agreement with Airtronic USA, Inc.
dated August 5, 2013 (incorporated by reference to our Form 10
filed on August 8, 2013)
|
|
Secured Promissory
Note with Airtronic USA, Inc. dated August 5, 2013 (incorporated by
reference to our Form 10 filed on August 8, 2013)
|
|
Intellectual
Property Security Agreement with an individual dated August 5, 2013
(incorporated by reference to our Form 10 filed on August 8,
2013)
|
|
Promissory Note
Purchase Agreement with Bay Acquisition, LLC dated December, 2012
(incorporated by reference to our Form 10 filed on August 8,
2013)
|
|
Secured Promissory
Note with an individual dated December, 2012 (incorporated by
reference to our Form 10 filed on August 8, 2013)
|
1 Year Global Digital Solutions (CE) Chart |
1 Month Global Digital Solutions (CE) Chart |
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