Amended Quarterly Report (10-q/a)
January 16 2015 - 8:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
(Mark
One) |
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended March 31, 2014
|
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from _____________ to _____________
|
Commission
File Number: 000-26361 |
Global
Digital Solutions, Inc. |
(Exact
name of registrant as specified in its charter) |
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
West
Palm Beach, FL 33401 |
|
(561)
515-6163 |
(Address
of principal executive offices,
including
zip code) |
|
(Registrant’s
telephone number,
including
area code) |
Not
Applicable |
(Former
name, former address and former fiscal year, if changed since last report) |
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 ☒ No ☐
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 S-T (§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 ☒ No ☐
Indicate
by check mark whether the registrant is a large 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 |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☐ |
Smaller reporting
company |
☒ |
(Do
not check if a smaller reporting company) |
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on May 8,
2014 is as follows:
Class |
|
Number
of Shares |
Common
Stock: $0.001 Par Value |
|
101,024,117 |
GLOBAL
DIGITAL SOLUTIONS, INC.
TABLE
OF CONTENTS
Item
6. |
Exhibits. |
4 |
|
|
|
|
Signatures |
5 |
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-Q (the "Amendment") amends the cover page of the Quarterly Report for Global Digital Solutions,
Inc. (the "Company") on Form 10-Q for the quarterly period ended March 31, 2014, filed with the Securities and Exchange
Commission (“Commission”) on May 9, 2014 (the "Original Report").
The
Company is filing this Amendment to correct its response to the following notes on the cover page which should have been check
marked “Yes” but which were check marked “No” in the Original Report, as follows:
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 ☒ No ☐
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 S-T (§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 ☒ No ☐
We
have listed the exhibits by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K on the Exhibit
list attached to this report.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
Global
Digital Solutions, Inc.
(Registrant) |
|
|
Date:
January 16, 2015 |
By: |
/s/
DAVID A. LOPPERT |
|
|
Chief
Financial Officer |
|
|
(Duly
Authorized Officer and
Principal
Financial Officer) |
INDEX
TO EXHIBITS |
|
Exhibit
No. |
|
Description
of Exhibit |
31.1* |
|
Rule
13a-14(a) Certification of Chief Executive Officer. |
31.2* |
|
Rule
13a-14(a) Certification of Chief Financial Officer. |
32.1** |
|
Section
1350 Certifications of Chief Executive Officer and Chief Financial Officer. |
* |
Filed
herewith. |
** |
Furnished herewith. |
6
EXHIBIT
31.1
CERTIFICATION
I,
Richard J. Sullivan, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q/A of Global Digital Solutions, Inc.; |
|
|
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 presented in this report; |
|
|
4. |
The registrant’s other certifying officer 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 13a-15(f) and 15(d)-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 financial 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 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 involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: January 16, 2015 |
/s/ RICHARD J. SULLIVAN |
|
Richard J. Sullivan |
|
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, David A. Loppert,
certify that:
1. |
I
have reviewed this Quarterly Report on Form 10-Q/A of Global Digital Solutions, Inc.; |
|
|
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 presented
in this report; |
|
|
4. |
The registrant’s
other certifying officer 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 13a-15(f) and 15(d)-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 financial 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 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 involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting. |
Date: January 16, 2015 |
/s/ DAVID A. LOPPERT |
|
David A. Loppert |
|
Chief Financial Officer (Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Quarterly Report
of Global Digital Solutions, Inc. (the “Company”) on Form 10-Q/A for the quarter ended March 31, 2014 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard J. Sullivan, Chief Executive Officer
of the Company, and I, David A. Loppert, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as
adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
|
2. |
The information contained
in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
/s/ RICHARD J. SULLIVAN |
|
Richard J. Sullivan
Chief Executive Officer
Date: January 16, 2015 |
|
|
|
/s/ DAVID A. LOPPERT |
|
Chief Financial Officer
Date: January 16, 2015 |
|
A signed original of this written
statement required by Section 906 has been provided to Global Digital Solutions, Inc. and will be retained by Global Digital Solutions,
Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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