-----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, OGxpEkYTBZvpBWeokFLq+pLymgDkOGZ/gvWzTdVDrx7/iwFA71AJyJ/bcJ6nFat6 cChrrXFCPwpWGBPkxw72lw== 0001014897-04-000151.txt : 20050513 0001014897-04-000151.hdr.sgml : 20050513 20041012161013 ACCESSION NUMBER: 0001014897-04-000151 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040929 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041012 DATE AS OF CHANGE: 20041014 FILER: 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26361 FILM NUMBER: 041074938 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 8-K/A 1 global8k92904am1.txt AMENDMENT 1 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT 1 to FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2004 GLOBAL DIGITAL SOLUTIONS, INC. (Exact name of registrant as specified in its charter) NEW JERSEY 22-3392051 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 10970 Old Placerville Road Suite 107, Sacramento, CA 95827 (Address of principal executive offices) (Zip Code) Registrant's Telephone number, including area code: 916-669-3982 2 ITEM 4. CHANGES IN CERTIFYING ACCOUNTANT (a) On September 29, 2004, Global Digital's independent public accountants resigned. Rubin, Brown, Gornstein and Co. LLP's reports on Global Digital and Pacific Comtel, Inc.'s financial statements for either of the past two years, June 30, 2002 and June 30, 2003 did not contain an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles. During Global Digital's two most recent fiscal years, June 30, 2002 and June 30, 2003, and the subsequent period through the date of resignation, July 1, 2003 through September 29, 2004, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement(s), if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report as described in Item 304 (a)(1)(iv) of Regulation S-B. (b) On September 29, 2004, the board of directors of Global Digital engaged the accounting firm of Russell Bedford Stefanou Mirchandani LLP as principal accountants of Global Digital for the fiscal year ended June 30, 2004. Global Digital did not consult Russell Bedford Stefanou Mirchandani, LLP regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on Global Digital's financial statements and neither written nor oral advice was provided that was an important factor considered by Global Digital in reaching a decision as to the accounting, auditing or financial reporting issue; or any matter that was the subject of a disagreement or event identified in response to paragraph (a) (1)(iv) of Item 304 of Regulation S-B. ITEM 5. OTHER EVENTS Effective September 9, 2004, Chairman of the Board, Richard Sullivan, along with board members Arthur Notterman and Garrett Sullivan resigned as directors. There were no disagreements between these directors and Global Digital on any matter relating to Global Digital's operations, policies or practices. On September 24, 2004, Daniel McKelvey and Marcos T. Santos were appointed to the Board of Directors of Global Digital. Daniel McKelvey has over 15 years of experience in corporate finance, private equity and business consulting specializing in the technology and capital markets industries. He is a co-founder and manager member of Forte Capital Partners, a private equity firm based in San Francisco and focused on the technology and telecommunications industries. In 1996, Mr. McKelvey also co-founded and directed the investment banking practice of Forte Capital, a New York-based asset management firm with over $500 million in assets. Prior to that, he spent eight years working for Accenture (formerly Andersen Consulting) in their financial services practiced where he built equity trading and risk management systems. At Accenture, he worked with Donaldson Lufkin & Jenrette and Goldman Sachs in New York and The Capital Group in Los Angeles. He received a bachelor of science in mathematics and computer science with honors from the University of New Hampshire. 3 Marcos T. Santos has been a managing member of Forte Capital Partners from 1999 to present. From 1997-1998, Mr. Santos was the manager of the San Francisco Consulting Group, which provided business development, strategy and business integration projects at Fortune 500 companies. From 1991 -1997, Mr. Santos was a manager of Accenture. Mr. Santos obtained a bachelor of science in electrical engineering with an emphasis in computer science and a master of science in management science from Stanford University. Effective September 22, 2004, William J. Delgado, executive vice president was appointed to the Board of Directors. Subsequently, Jerome C. Artigliere, President, CEO, COO and Director tendered his resignation from all positions within Global Digital. There were no disagreements between Mr. Artigliere and Global Digital on any matter relating to Global Digital's operations, policies or practices. Mr. Delgado will assume all roles previously held by Mr. Artigliere. Global Digital is significantly reducing its work force at its operation in California to minimal crews. This action is necessary because, until recently, Global Digital has been unsuccessful in raising sufficient equity capital required to execute its strategic business plan. The lack of capital combined with ongoing litigation on a large bonded contract, has caused Global Digital to be in a tight working capital position unable to meet its financial obligations. Additionally, on September 13, 2004, Global Digital received notice from Laurus Capital Management, LLC that Global Digital is in default for non-payment of interest due under its borrowing agreement. On September 27, 2004, Laurus Funds and Global Digital entered into a standstill/forbearance agreement for a period of sixty days. Mastec North America, Inc. v. Pacific Comtel, Inc., Superior Court of California, County of Los Angeles, Case No. BC317244 - The complaint was filed on June 17, 2004, seeking damages in the amount of $1,500,000. Plaintiff Mastec North America, Inc. is seeking relief for breach of contract. On July 25, 2004, Global Digital filed a cross-complaint for breach of contract, reasonable value of construction labor and materials, on account stated, enforcement of stop notice, for breach of statutory duty, and on public works payment bond. Global is seeking damages in the amount not less than $1,517,292 plus statutory penalties, attorney's fees, and interest. Global Digital has attempted to negotiate the contract to no avail. While the contract is bonded, it has tied up approximately $1.1 million owed to Global. Global Digital has recently received commitments for bridge financing of $404,000. Upon receipt of this financing and long-term equity financing for Global Digital of at least $2,000,000 USD, Messrs. Sullivan and Artigliere have agreed to return approximately 14,100,000 common shares back to Global Digital. Global Digital is currently in negotiations for the long-term equity financing. ITEM 7. FINANCIAL STATEMETNS AND EXHIBITS Exhibit 10 Laurus Standstill Agreement dated September 27, 2004 Incorporated by reference to Form 8-K filed October 4, 2004 Exhibit 16 Letter from Rubin, Brown, Gornstein and Co. LLP 4 SIGNATURES 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 hereunto duly authorized. Date: October 8, 2004 Global Digital Solutions, Inc. /s/William J. Delgado By:------------------------------- William J. Delgado Chief Executive Officer EX-16 2 global8k92904am1ex16.txt ACCOUNTANTS LETTER [Letterhead of Rubin, Brown, Gornstein and Co., LLP,] October 8, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: We have read and agree with the comments contained in paragraphs one, two and three in Item 4 to amendment 1 to Form 8-K of Global Digital Solutions, Inc., (formerly Creative Beauty Supply, Inc.) dated October 8, 2004. Rubin, Brown, Gornstein and Co., LLP Saint Louis, Missouri COVER 3 global8k92904am1cover.txt RESPONSE LETTER Jody M. Walker Attorney-At-Law 7841 South Garfield Way Centennial, CO 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 jmwalker85@earthlink.net October 8, 2004 Tracey Houser Securities and Exchange Commission 450 5th St. N.W. Washington, D.C. 20549 Re: Global Digital Solutions, Inc. File No. 0-26361 Form 8-K Item 4.01 filed October 4, 2004 Dear: Based on the comment letter dated July 12, 2004, please note the following responses. 1. The Form 8-K has been amended as requested. 2. References to Regulation S-K have been removed and replaced with the appropriate references to Item 304 of Regulation S-B. 3. Russell Bedford Stafanou Mirchandani LLP is auditing the Form 10-K for the year ended June 30, 2004. 4. The last sentence of Item 4(b) has been revised to comply with the disclosure requirements of Item 304(a)(2) of Regulation S-B. 5. An updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in the amended Form 8-K had been attached. -----END PRIVACY-ENHANCED MESSAGE-----