Dear Fellow Shareholder,
After nineteen months of work, thousands of man hours, and a lot of money, we were able to provide an update through last week’s news concerning litigation pertaining to the acquisition of Rontan and a very important financing. These two steps are critical in the company regaining stability and the ability for a path forward. Due to the extremely complex and confidential nature of the legal issues, I have been unable to update everyone on these issues. In this shareholder update, I am going to focus on two items; 1.) Where we are now 2.) Where are we going?
Where are we now? Since May of 2016, two of our most significant achievements have been retaining the Boies Schiller Flexner law firm related to the Rontan litigation and the institutional financing. We are thrilled that BSF has seen the merits of our legal position. We have also been able to achieve an institutional financing which we announced last week. We have already received $300,000 and these funds are non-toxic, non-convertible and will never be convertible into equity.
Legal Work: I would like to add a few more words about the quality of the legal representation we have had over the past 19 months. Brinen and Associates has done an excellent job representing our company in several different lawsuits. We expect all of these lawsuits to be resolved favorably for GDSI shareholders. The Ramsay/Deckle/NACSV litigation has been settled and dismissed. The other two pending lawsuits by Hull and Lopez have been, in my opinion, trending in our favor. Please do your own due diligence as all of the filings related to these cases are on PACER. The quality of Brinen and Associates work has been vital to our survival as a company.
The ability of the two primary lawyers that will be representing us related to the Rontan litigation speaks for itself. The lead counsel in the lawsuit will be Carlos Sires. Mr. Sires is a partner at BSF working out of their Fort Lauderdale office. Mr. Sires specializes in commercial litigation, primarily complex commercial litigation with a nexus to Latin America, including Costa Rica, Mexico, Venezuala and the Dominican Republic. Mr. Sires has represented officers and directors in securities litigation. Mr. Sires has appeared in numerous Federal and State courts, Florida’s appellate courts, and in the First, Second, Third and Eleventh Circuits of Appeals.
William Isaacson will also be a part of our counsel in the Rontan lawsuit. Mr. Isaacson is a partner in the Washington DC office of BSF. Mr. Isaacson is a 2015 American Lawyer Litigator of the Year, a three-time winner of the American Lawyer Litigator of the Week and a Fellow of the American College of Trial Lawyers. Global Competition Review, the world’s leading antitrust and competition law journal and news service said this about Mr. Isaacson, “Arguably no antitrust lawyer in recent memory has had as much success for both plaintiffs and defendants as Boies Schiller partner Bill Isaacson.” In 2013, Mr. Isaacson was trial counsel in the first antitrust action against Chinese companies for cartel conduct related to products sold in the United States, winning a $162 million judgment, and an additional $33 million from settling defendants.
Liabilities and SEC Issues: During this time, we have also reduced past due liabilities by approximately $516,000. We have settled with the three remaining “Toxic” financing lenders and there will be no more conversions under those notes. As per the SEC actions, the initial action undertaken in August of 2016 has been settled and finalized on January 2, 2018 by the judge handling the case. I will be filing an 8K shortly. The Company currently has an outstanding balance due to the SEC of approximately $103,000. I am currently working on getting this fine and disgorgement penalty paid as soon as possible. In late December of 2017, the SEC also notified the Company it would be holding a hearing regarding the Company’s late filing issues. Our legal team has done a great job of communicating with the SEC regarding the filing of our financial statements. The Company, during this time, has been unable to let anyone outside of the Company, including the SEC, review any information regarding the Rontan lawsuit and the financing due to confidentiality reasons. We intend to notify the SEC in our filings of these events. The legal issue with Rontan has had a significant financial impact on the Company and our ability to file timely financials. The Company has completed a significant portion of the filing work internally, but we have not had the financial capability to pay our auditors. With our financing, we will start that external process immediately. We hope that the SEC will see the damage caused by this event and its impact on our filings.
Where are we going? The Company is currently negotiating a contract for one mobile command center utilizing our subsidiary NACSV. It should be noted that this contract is in the negotiation stage only. If the Company is able to procure the contract (Approximately $450,000), we will announce it in a separate press release and 8K.
After the filings are completed and our balance sheet is in order, I intend to move into two areas: Infrastructure Engineering Technology and Cybersecurity Technology. I believe that these two areas will provide the greatest long term value for the shareholders. I want to stress that this is the plan moving forward. Any merger and acquisition targets will require additional financing and increased management support. I believe that our management and advisory teams, with the proper financing, can attract and enhance company(s) in these areas.
In closing, I want to thank the shareholders who have stood by me and the team during this incredibly difficult time. I hope that I can restore your faith in our ability to make GDSI successful.
Full text of the press release
William J. Delgado, Chairman and Chief Executive Officer of GDSI, Issues Press Release Regarding new Institutional Financing
Global Digital Solutions Inc. Secures $1,200,000 in Financing from New York-based Institution
West Palm Beach, FL, February 2, 2018-- Global Digital Solutions, Inc. (OTC:GDSI), a company that is positioning itself as a leader in comprehensive security and technology solutions, has announced it has secured $1,200,000 in financing from a New York-based institution.
The financing is non-dilutive, non-toxic and is not convertible and will never be convertible into any equity of the Company. The financing will be distributed in tranches based on pre-determined milestones as developed by the institution. The first $300,000 has been received and has been used to pay a portion of the Company’s previously announced liabilities and some legal expenses not associated with the Rontan lawsuit. Global Digital Solutions expects to be able to meet the next milestone within 90 days.
The New York-based institution has never invested in any micro-cap stock in their corporate history. The principals of the New York-based institution are leaders in their field and are well known as individuals that have been pioneers in building a particular industry here in the United States.
William J. Delgado, GDSI’s CEO, noted that “This financing is a validation by a well-respected New York-based institution of their confidence in our future plans. It is quite rare that a company of our size gets a non-dilutive, non-convertible infusion of capital but we were able to achieve this. As we announced just two days ago, we have engaged Boies Schiller Flexner LLP and initiated legal action against Grupo Rontan Electro Metalurgica, S.A. and principal shareholders, Joao Bolzan and Jose Bolzan.”
About Global Digital Solutions, Inc.
Global Digital Solutions is positioning itself as a leader in providing comprehensive security and technology solutions. On June 16, 2014, GDSI completed its acquisition of North American Custom Specialty Vehicles (NACSV), a leading builder of mobile command/communications and specialty vehicles for emergency management, first responders, national security, and law enforcement operations. For more information about GDSI, visit http://www.gdsi.co.
Forward Looking Statements
This press release contains “forward-looking statements.” The statements contained in this press release that are not purely historical are forward-looking statements. Forward-looking statements give the Company’s current expectations or forecasts of future events. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company’s control, and could cause the Company’s results to differ materially from those described. In some cases forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements include statements regarding moving forward with executing the Company’s global growth strategy. The statements are based upon current beliefs, expectations and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict. The Company is providing this information as of the date of this press release and does not undertake any obligation to update any forward looking statements contained in this press release as a result of new information, future events or otherwise, except as required by law. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Important factors that could cause such differences include, but are not limited to the Risk Factors and other information set forth in the Company’s Annual Report on Form 10-K filed on March 30, 2015, and in our other filings with the U.S. Securities and Exchange Commission.