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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 | 0.0001 | 0.0001 | 0.0001 | 40,000 | 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 June 30, 2017 (unaudited) and
December 31, 2016
|
3
|
|
|
|
|
Condensed
Consolidated Statements of Operations for the Three and Six months
ended June 30, 2017 and 2016 (unaudited)
|
4
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows for the Six months ended June
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
|
24
|
|
|
|
ITEM
4.
|
Controls
and Procedures
|
24
|
|
|
|
PART II.
OTHER
INFORMATION
|
|
|
|
|
|
ITEM
1.
|
Legal
Proceedings
|
25
|
|
|
|
ITEM
1A.
|
Risk
Factors
|
29
|
|
|
|
ITEM
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
29
|
|
|
|
ITEM
3.
|
Defaults
Upon Senior Securities
|
29
|
|
|
|
ITEM
4.
|
Mine
Safety Disclosures
|
29
|
|
|
|
ITEM
5.
|
Other
Information
|
29
|
|
|
|
ITEM
6.
|
Exhibits
|
30
|
|
|
|
SIGNATURES
|
33
|
|
For the Three Months Ended
|
For the Six Months Ended
|
||
|
June 30
|
June 30
|
||
|
2017
|
2016
|
2017
|
2016
|
|
|
|
|
|
Revenue
|
$
-
|
$
1,307
|
$
-
|
$
14,386
|
|
|
|
|
|
Cost of revenue
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Gross profit
|
-
|
1,307
|
-
|
14,386
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
Selling,
general and administrative expenses
|
203,395
|
50,780
|
377,176
|
134,584
|
|
|
|
|
|
Operating
loss before other income(expense)
|
(203,395
)
|
(49,473
)
|
(377,176
)
|
(120,198
)
|
|
|
|
|
|
Other (income)/expense
|
|
|
|
|
Change
in fair market value of derivative liability
|
(31,051
)
|
122,964
|
(438,349
)
|
64,779
|
Amortization
of debt discount - Convertible Notes Payable
|
|
2,222
|
-
|
18,219
|
Amortization
of debt discount - Factoring
|
|
|
|
16,160
|
Interest
expense
|
5,454
|
5,454
|
10,908
|
10,908
|
Total other (income) expense
|
(25,597
)
|
130,640
|
(427,441
)
|
110,066
|
|
|
|
|
|
Income (loss) before provision for income taxes
|
(177,798
)
|
(180,113
)
|
50,265
|
(230,264
)
|
|
|
|
|
|
Provision for income taxes
|
-
|
-
|
17,090
|
-
|
|
|
|
|
|
Benefit
of net operating loss
|
|
|
(17,090
)
|
|
|
|
|
|
|
Net Income (loss)
|
$
(177,798
)
|
$
(180,113
)
|
$
50,265
|
$
(230,264
)
|
|
|
|
|
|
Income (loss) per common share - basic
|
$
(0.00
)
|
$
(0.00
)
|
$
0.00
|
$
(0.00
)
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
Basic
|
530,806,571
|
530,806,571
|
530,806,571
|
530,806,571
|
|
Three Months
ended
|
|
|
June
30,
2017
|
June
30,
2016
|
|
|
|
Convertible notes
and accrued interest
|
181,686,974
|
84,619,626
|
Preferred
Stock
|
196,398,431
|
-
|
Stock
options
|
13,650,002
|
13,650,002
|
Warrants
|
1,500,000
|
2,500,000
|
Potentially
dilutive securities
|
393,235,407
|
100,769,628
|
|
June
30,
2017
|
December
31,
2016
|
Accrued
compensation to executive officers and employees
|
$
206,668
|
$
91,086
|
Accrued
professional fees
|
310,190
|
185,771
|
Accrued settlement
payment
|
100,000
|
100,000
|
Accrued
interest
|
48,549
|
37,641
|
Total accrued
expenses
|
$
665,407
|
$
414,498
|
|
2017
|
2016
|
Derivative
liability balance at beginning of period
|
$
672,724
|
$
270,080
|
Change in fair
value
|
(438,349
)
|
64,779
|
Derivative
liability balance at end of period
|
$
234,375
|
$
334,859
|
|
June
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
|
377,176
|
-
|
-
|
377,176
|
Operating Income
(Loss)
|
(377,176
)
|
-
|
-
|
(377,176
)
|
Other Income
(Expenses)
|
(427,441
)
|
-
|
-
|
(427,441
)
|
Loss – Before
Tax
|
$
50,265
|
$
-
|
$
-
|
$
50,265
|
|
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
|
(21,298
)
|
142,667
|
13,215
|
134,584
|
Operating Income
(Loss)
|
29,735
|
(137,667
)
|
(12,266
)
|
(120,198
)
|
Other Income
(Expenses)
|
110,066
|
-
|
-
|
110,066
|
Loss – Before
Tax
|
$
(80,331
)
|
$
(137,667
)
|
$
(12,266
)
|
$
(230,264
)
|
|
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
|
398,474
|
(142,667
)
|
(13,215
)
|
242,592
|
Operating Income
(Loss)
|
(406,911
)
|
137,667
|
12,266
|
(256,978
)
|
Other Income
(Expenses)
|
(537,507
)
|
-
|
-
|
(537,507
)
|
Loss – Before
Tax
|
$
130,596
|
$
137,667
|
$
12,266
|
$
280,529
|
|
Global Digital
Solutions, Inc
|
GDSI Florida,
LLC
|
North American
Custom Specialty Vehicles, Inc
|
Totals
|
Revenue
|
$
-
|
$
-
|
$
-
|
$
-
|
Cost of
Sales
|
-
|
-
|
-
|
-
|
Gross
Profit
|
-
|
-
|
-
|
-
|
Operating
Expenses
|
203,395
|
-
|
-
|
203,395
|
Operating Income
(Loss)
|
(203,395
)
|
-
|
-
|
(203,395
)
|
Other Income
(Expenses)
|
(25,597
)
|
-
|
-
|
(25,597
)
|
Loss – Before
Tax
|
$
(177,798
)
|
$
-
|
$
-
|
$
(177,798
)
|
|
Global Digital
Solutions, Inc
|
GDSI Florida,
LLC
|
North American
Custom Specialty Vehicles, Inc
|
Totals
|
Revenue
|
$
1,307
|
$
-
|
$
-
|
$
1,307
|
Cost of
Sales
|
-
|
-
|
-
|
-
|
Gross
Profit
|
1,307
|
-
|
-
|
1,307
|
Operating
Expenses
|
18,011
|
32,769
|
-
|
50,780
|
Operating Income
(Loss)
|
(16,704
)
|
(32,769
)
|
-
|
(49,473
)
|
Other Income
(Expenses)
|
130,640
|
-
|
-
|
130,640
|
Loss – Before
Tax
|
$
(147,344
)
|
$
(32,769
)
|
$
-
|
$
(180,113
)
|
|
Global Digital
Solutions, Inc
|
GDSI Florida,
LLC
|
North American
Custom Specialty Vehicles, Inc
|
Totals
|
Revenue
|
$
(1,307
)
|
$
-
|
$
-
|
$
(1,307
)
|
Cost of
Sales
|
-
|
-
|
-
|
(1,307
)
|
Gross
Profit
|
(1,307
)
|
-
|
-
|
(1,307
)
|
Operating
Expenses
|
185,384
|
(32,769
)
|
-
|
152,615
|
Operating Income
(Loss)
|
(186,691
)
|
32,769
|
-
|
(153,922
)
|
Other Income
(Expenses)
|
(156,237
)
|
-
|
-
|
(156,237
)
|
Loss – Before
Tax
|
$
(30,454
)
|
$
32,769
|
$
-
|
$
2,315
|
|
Periods Ended
|
|
|
June
30,
2017
|
December
31,
2016
|
Current
Assets
|
$
26,858
|
$
26,858
|
Current
Liabilities
|
1,875,432
|
1,925,697
|
Working
capital
|
$
(1,848,574
)
|
$
(1,898,839
)
|
|
Six Months
Ended
June 30,
|
|
|
2017
|
2015
|
Net cash used in
operating activities
|
$
-
|
$
(1,985
)
|
Net cash used in
investing activities
|
-
|
-
|
Net cash provided
by financing activities
|
-
|
-
|
Decrease in
cash
|
$
0
|
$
(1,985
)
|
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)
|
Securities Purchase
Agreement with EMA Financial, LLC dated February 19, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on February 24, 2015)
|
|
Convertible Note
with EMA Financial, LLC dated February 19, 2015 (incorporated by
reference to our Current Report on Form 8-K filed on February 24,
2015)
|
|
Note Purchase
Agreement with Tangiers Investment Group, LLC dated March 8, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on March 13, 2015)
|
|
Convertible
Promissory Note with Tangiers Investment Group, LLC dated March 8,
2015 (incorporated by reference to our Current Report on Form 8-K
filed on March 13, 2015)
|
|
Non Exclusive
Agreement with Carter, Terry & Company dated December 18, 2014
(incorporated by reference to our Annual Report on Form 10-K filed
on March 30, 2015)
|
|
10.42
|
Securities Purchase
Agreement with VIS Vires Group, Inc. dated April 3, 2015
(incorporated by reference to our Quarterly Report on Form 10-Q
filed on May 14, 2015)
|
10.43
|
Convertible
Promissory Note with VIS Vires Group, Inc. dated April 3, 2015
(incorporated by reference to our Quarterly Report on Form 10-Q
filed on May 14, 2015)
|
Revenue Based
Factoring Agreement with Power Up dated October 1, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on October 5, 2015)
|
|
Security Agreement
and Guarantee with Power Up dated October 1, 2015 (incorporated by
reference to our Current Report on Form 8-K filed on October 5,
2015)
|
|
Revenue Based
Factoring Agreement with Power Up dated October 23, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on November 5, 2015)
|
|
Security Agreement
and Guarantee with Power Up dated October 23, 2015 (incorporated by
reference to our Current Report on Form 8-K filed on November 5,
2015)
|
|
Settlement
Agreement with an individual dated July 27, 2017 (incorporated by
reference to our December 31 2015 Annual Report on Form 10-K filed
on May 31, 2018)
|
|
Settlement
Agreement with Power Up Lending Group, Ltd. dated December 21, 2017
(incorporated by reference to our December 31 2015 Annual Report on
Form 10-K filed on May 31, 2018)
|
|
Repayment Agreement
with JMJ Financial dated December 13, 2017 (incorporated by
reference to our December 31 2015 Annual Report on Form 10-K filed
on May 31, 2018)
|
|
Convertible Note
Redemption Agreement dated December 12, 2017 (incorporated by
reference to our December 31 2015 Annual Report on Form 10-K filed
on May 31, 2018)
|
|
Exchange/Conversion
Agreement with an individual dated August 15, 2016 (incorporated by
reference to our December 31 2015 Annual Report on Form 10-K filed
on May 31, 2018)
|
|
Promissory Note
with Dragon Acquisitions dated August 31, 2017 (incorporated by
reference to our December 31 2015 Annual Report on Form 10-K filed
on May 31, 2018)
|
|
Stock Purchase
Agreement with Empire Relations Group, Inc. dated August 16, 2017
(incorporated by reference to our December 31 2015 Annual Report on
Form 10-K filed on May 31, 2018)
|
|
Prepaid Forward
Purchase Agreement with Boies Schiller Flexner LLP dated December
22, 2017 (incorporated by reference to our December 31 2015 Annual
Report on Form 10-K filed on May 31, 2018)
|
|
Demand Promissory
Note with Vox Business Trust, LLC dated December 19, 2017
(incorporated by reference to our December 31 2015 Annual Report on
Form 10-K filed on May 31, 2018)
|
|
10.57
|
Demand Promissory
Note with RLT Consulting, Inc. dated December 26, 2017
(incorporated by reference to our Quarterly Report on Form 10-Q
filed on June 13, 2018)
|
10.58
|
Promissory Note
with an individual dated May 1, 2018 (incorporated by reference to
our Quarterly Report on Form 10-Q filed on June 13,
2018)
|
10.59
|
Investment Return
Purchase Agreement with an individual dated May 15, 2018
(incorporated by reference to our Quarterly Report on Form 10-Q
filed on June 13, 2018)
|
(31)
|
Rule
13a-14(a)/15d-14(a) Certifications
|
31.1
*
|
Section 302
Certification under the Sarbanes-Oxley Act of 2002 of the Principal
Executive Officer
|
31.2
*
|
Section 302
Certification under the Sarbanes-Oxley Act of 2002 of the Principal
Financial Officer and Principal Accounting Officer
|
(32)
|
Section
1350 Certifications
|
32.1
*
|
Section 906
Certification under the Sarbanes-Oxley Act of 2002 of the Chief
Executive Officer
|
32.2
*
|
Section 906
Certification under the Sarbanes-Oxley Act of 2002 of the Principal
Accounting Officer
|
(101)*
|
Interactive
Data Files
|
101.INS
|
XBRL
Instance Document
|
101.SCH
|
XBRL Taxonomy
Extension Schema Document
|
101.CAL
|
XBRL Taxonomy
Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy
Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy
Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy
Extension Presentation Linkbase Document
|
1 Year Global Digital Solutions (CE) Chart |
1 Month Global Digital Solutions (CE) Chart |
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