-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IaVrGczNQ+rnwc/kdfQ+vFsWC5NmTSonjVEUQVSyTkiz8GIxDt6kiTFeKj8ru70A bQfwje+Mc9+8wpwBKW2SgQ== 0000000000-05-017651.txt : 20060526 0000000000-05-017651.hdr.sgml : 20060526 20050412124947 ACCESSION NUMBER: 0000000000-05-017651 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050412 FILED FOR: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL DIGITAL SOLUTIONS INC CENTRAL INDEX KEY: 0001011662 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 223392051 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: UPLOAD BUSINESS ADDRESS: STREET 1: 777 SOUTH FLAGLER DRIVE, SUITE 800 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 561-515-6027 MAIL ADDRESS: STREET 1: 777 SOUTH FLAGLER DRIVE, SUITE 800 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE BEAUTY SUPPLY INC DATE OF NAME CHANGE: 19960403 LETTER 1 filename1.txt Mail Stop 0510 April 8, 2005 via U.S. mail and facsimile Mr. William J. Delgado CEO and CFO Global Digital Solutions, Inc. 10370 Old Placerville Road, Suite 107 Sacramento, CA 95827 RE: Form 10-KSB for the fiscal year ended June 30, 2004 Form 10-QSB for the quarter ended December 31, 2004 File No. 0-26361 Dear Mr. Delgado: We have reviewed these filings and have the following comments. If you disagree with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 2004 Comments applicable to your overall filing 1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. These revisions should be included in your future filings. Management`s Discussion and Analysis Liquidity and Capital Resources, page 19 2. We have reviewed your response to comment 8. Item 303(b) of Regulation S-B states that Management`s Discussion and Analysis should address key variable and other qualitative and quantitative factors which are necessary to an understanding and evaluation of your company, including the causes for material changes in your financial statements. Please expand your disclosure relating to how you achieved cash provided by operating activities. Your disclosure should provide a narrative explanation that enables investors to see through the eyes of management. Financial Statements Note F - Agreement with Factor, page F-19 3. We have reviewed your response to comment 18. Please disclose the key assumptions used in measuring the fair value of the net accounts receivable balance due from the factor. See paragraph 17(f)(3) of SFAS 140. FORM 10-QSB FOR THE PERIOD ENDED DECEMBER 31, 2004 Financial Statements Note B - Line of Credit, page 9 4. Please tell us if the warrants you issued to Laurus, in relation to your convertible note, are detachable or non-detachable. Please provide us with the assumptions you used in determining your accounting treatment and what accounting literature you referenced in supporting your conclusion. In addition, please provide us with the computations related to the values assigned to your convertible debt, warrants, and beneficial conversion feature. Management`s Discussion and Analysis Results of Operations, page 13 5. You state that your gross profit decreased from 30% of sales for the three months ended December 31, 2003 to 11% of sales for the three months ended December 31, 2004. Your explanation refers to the gross margin attained during the quarter as favorable and likely a one time occurrence. Please clarify which quarter this explanation relates to and revise your disclosure accordingly. * * * * Please respond to these comments within 10 business days, or tell us when you will provide us with a response. Please provide us with a supplemental response letter that keys your responses to our comments and provides any requested supplemental information. Detailed letters greatly facilitate our review. Please file your supplemental response on EDGAR as a correspondence file. Please understand that we may have additional comments after reviewing your responses to our comments. If you have any questions regarding these comments, please direct them to Jeffrey Gordon, Staff Accountant, at (202) 824-5685 or, in his absence, to the undersigned at (202) 942-1774. Sincerely, Rufus Decker Accounting Branch Chief ?? ?? ?? ?? Mr. William J. Delgado April 8, 2005 Page 1 of 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0510 DIVISION OF CORPORATION FINANCE -----END PRIVACY-ENHANCED MESSAGE-----