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The last time with NACS the old Dick put out 4 PR's and 3 8K's between the NACS acqusition and the Opinion from Auditors.
Here with Rontan he has put out out no PR's and just 1 8k and the 10q. It may be because the agreement mentioned that both Rontan and GDSI will not disclose anything until closing.
OldMan Dick should be ready soon to disclose news.
NACS acquisition was in a PR on 6/18/14. The audit opinion was 8K on 8/18/14. The opinion was signed on 8/6/14.
Lets see if The Rontan opinion will be done soon. 2 months are near. Oct 08/15 was the signing of the agreement. 8K was on Oct 19/15
For NACSs opinion see below
INDEPENDENT AUDITORS’ REPORT
Mr. David Loppert
Global Digital Solutions, Inc.
West Palm Beach, Florida
We have audited the accompanying financial statements of North American Custom Specialty Vehicles, LLC (an Alabama limited liability company), which comprise the balance sheets as of December 31, 2013 and 2012, the related statements of income and members’ equity and cash flows for the years then ended, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America: this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require us to plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made my management, as well as evaluating the overall presentation of the financial statements.
Mobile Office
Gulf Shores Office
CSBcpa.com
tel (251) 343.1012 ¦ fax (251) 343.1294
tel (251) 968.4337 ¦ fax (251) 968.8995
toll free (800) 347.8583
3742 professional Parkway
121 Cove Avenue ¦ P.O. Box 2405
Mobile, AI. 36609
Gulf Shores, AL 36547
Member of American Institute of Certified Public Accountants and Alabama Society of Certified Public Accountants.
-2-
Mr. David Loppert
Global Digital Solutions, Inc.
Page Two
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of North American Custom Specialty Vehicles, Inc. as December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Report on Supplementary Information
Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The schedules on pages 12 and 13 are presented for purposes of additional analysis and are not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.
/s/ Crow Shields Bailey, PC
August 6, 2014
Mobile, Alabama
I could not find a comparable company on the big boards to arrive at a fair market cap for GDI-Rontan(if Max accepts). Taser comes close with 180m sales and 54m OS with a market cap of 900m
Rontan with 130m sales and a 650m AS/OS can have a market cap of about 500-700m.
Dick Sullivan mentioned in the past that he wanted to make 2 acquisitions by end of 2015 and wanted to trade on Nasdaq in early 2015. He is 12 months late, but if this Rontan acquisition works out, he can retire a pleased man. A 1:10 RS after the merge will make 65m OS and get the pps in the 5-8 dollar range( assuming he gets to achieve the terms set out in the 8K agreement to pay Rontan 26m gdsi shares at $1 at or before closing)
BMAK= AXEman for the market maker. Hey mm, change the game. Stale and beginning to smell of holding this down by twisting the algoritm and the indicators.
I guess it is a wait and hope it works out:
If I was to take over as CEO of a company, and if my intention was to get a pinkie into the Nasdaq, Toxic debt hanging on my neck is the last thing I need. Dick Sullivan messed up this deal by not taking care of the GDSI debt before striking this deal. MAYBE in his own twisted old mind, he wanted shareholders to eat up the debt.
When and if these toxic issues get resoved, Max will have a relatively green light to Nasdaq.
20m net gains on a 130m rev, with 650m OS, and a PE ratio of 30, this pps can get to 0.90
Take a 1:10 rs and this stock can be on Nasdaq with pps of 9 dollars and 65m AS/OS
Below are excerpts from previous filings and encompass the oldman Dick’s plans
In Nov 2014 he said
GDSI intends to apply to list its common stock on the NASDAQ during the first quarter of 2015 in conjunction with expanded acquisition activities which in conjunction with GES will establish the combined companies as leading integrated providers of defense technology-based solutions and systems to commercial customers, the U.S. military and foreign allies, and U.S. government civil agencies and friendly counterparts.
The proceeds will be used to finance work in progress, accounts receivable, Capex for a new production facility for North American Custom Specialty Vehicles, Inc. ("NACSV") and for future acquisitions.
In 03, 2015 he said
Our growth plan is a unique combination of experience, technological innovation and broad reach. To implement it we hope to:
? Identify, target, and acquire profitable businesses with proven and established track records of serving Government, Law Enforcement Agencies, and related Corporate Customers.
? Aggregate and integrate Product, Service and Technology providers serving this defined customer base.
? Integrate the significant customer relationships developed from each business to cross sell products and services and expand the GDSI presence within the Industry.
? Become a Facilitator in the “Analog to Digital” shift in the Defense and Intelligence Marketplace over the balance of this decade.
Our business plan is to acquire between two and three companies by the end of December 2015. We have and continue to identify companies that provide services and equipment to law enforcement and federal agencies, engineering services and OEM design that will enable us to simulate and analyze prospective inventions and designs prior to making a commitment to license or acquire technology, interoperable communications businesses which combine radio, phones, computers, VoIP and video assets within one interface for local, state and federal agencies, and a satellite network communications company. We estimate at this time that to complete the potential acquisitions we will need to raise or borrow, through a combination of equity and or debt offerings, approximately $70 - $150 million. There can be no assurance however, that management will be successful in identifying and closing these acquisitions, or that the Company will be successful in raising the capital it needs to complete the acquisitions.
December begins, and very hopeful to get filings AH. Would be nice if GDSI comes through and shows MAX.
Any reason why the shares issued to Rontan will be restricted for 6 months.
I do not understand why this "Dick" Sullivan is doling out these GDSI shares to everyone at these lower levels. I do not know if in the end we thank him, or we kick his bu$$. Keep more mullah for next week's charity from "Dick"
Dick Sullivan has the answer.
Bid sellers LOL. GDSI and Dick feeding all the people sitting on the wayside.
I can relate to the second part. It seems odd that shares are easy to get at BID under 006 and around 006. With the agreement to acquire a 130m rev entity, it should have been almost impossible to get shares so easily bid sitting. It is my opinion, and possible that the market maker for the stock has given no value to the proposal, be it approved as yet or not.
People scared to buy.
Time to begin pounding GDSI and Dick Sullivan for some updates.
008's on the horizon.
Bid sellers, and friendly mms helping market maker to make a market using the algorithm. Company news definetly needed.
Great you moved the target up a couple of notches higher from $1 to $2 and $3. LOL
Bring the big news from MAX!!!!!
BID sellers continue to disrupt the onward march to higher ground.
4 mms above 008, and keep an eye on the BIG PRIZE with TRWN@1.02
Bring the big news tomorrow morning, and GDSI will be on its way to a buck.
The issue is with the credibility of "DICK" Sullivan. Many have been badly hurt with his lies and continued dilution. There was note selling today (1,537,974 shares today covered at 0.00608 by the dealer/broker)From Pr 11/20/2014, pps had declined/lost value from an average pps of 10cents to where we are today.
He needs to establish some credibilty yesterday...
PALM BEACH, Fla., Nov. 20, 2014 /PRNewswire/ -- Global Digital Solutions, Inc. (OTCQB: GDSI), a company that is positioning itself as a leader in providing cyber arms manufacturing and complementary security and technology solutions, today issued a shareholder advisory explaining that the estate of one of the Company's major investors and shareholders has liquidated several million shares of GDSI stock over the past several months causing downward pressure on the Company's stock price. The Company believes the worst of that downward pressure is now over.
Is there any info re the date of the Board meeting or info if it has already been done, and there are issues yet to be resolved.
It is 5 weeks since agreement and business needs to be accelerating post acquisition. I called and emailed the contact us as seen in website, and nothing yet.
Tomorrow should be appropriate for an update, since they must have received numerous enquiries.
Here is some DD. Good DD. When people see GDSI info in CAPS from you and friends, everyone gets the impression that a dump is coming very soon.
GDSI needs real DD about the board meeting and the closing of the deal. The CEO and the company will not talk. If anyone can get this ino, hats off to them.
Did the payroll change? Any confirmations yet? TIA. I believe we need to find out about MAX becoming CEO, which is the only indicator that this merge or acquisition is a done deal.
Till then mm for this stock and their buddies rule.
Only 2 things everyone is looking for
1. Information of the completion of closing of the acquisition
2. Information of the board meeting and election of Max as CEO
Everything else is NOISE.
Richard"DICK" Sullivan's acquisition of NACS did not result is investors benefiting a fraction of a penny. They have lost, with pps plummeting from 30c to 0012.
Now with the Rontan acquisition. It has been 35 days since the agreement was signed and 24 days since the PR. The doubts still linger.
MONDAY will test the patience.
Note: the 148m contract did nothing to the investors.
Hitting the ASK is like playing against the house. The mm for this stock is using the algorithm to their advantage. The retest range is from 0.0033, 0.0045, 0.0048, 0.0049 on the lows and the 0.0058, 0.0062and 0.0063 on the high side.
Merger news/closing will trump this mm and the algo to shift gears.
With GDSI, "DICK" has a history of fails and wrongs. Here is one of them which no one has mentioned as yet. For GDSI "DICK" must come through more than ever before to restore his past glory
Many want him to succeed.
This is one that fell through (read last para in bold
PALM BEACH, Fla., Nov. 24, 2014 /PRNewswire/ -- Global Digital Solutions, Inc. (OTCQB: GDSI), a company that is positioning itself as a leader in providing cyber arms manufacturing and complementary security and technology solutions, today announced that the Company has entered into a Term Sheet with NEAH Global Energy Solutions ("GES") providing for GES to invest $5 million in GDSI in exchange for $1 Convertible Preferred Stock and warrants. The agreement is subject to due diligence and certain other conditions prior to closing.
The Preferred Stock, which will be issued at a valuation of $1 per share, will carry a coupon of 8% payable annually in arrears, will have a maturity of five (5) years and may, at the option of GES, be repaid in full in cash or converted into 5% of the fully diluted shares of common stock of GDSI then outstanding. In addition, GDSI shall issue a warrant to GES at closing to purchase approximately 15% of the fully diluted shares of common stock of GDSI outstanding at the closing at an exercise price of $1.00 per share exercisable for a period of five (5) years.
GDSI intends to apply to list its common stock on the NASDAQ during the first quarter of 2015 in conjunction with expanded acquisition activities which in conjunction with GES will establish the combined companies as leading integrated providers of defense technology-based solutions and systems to commercial customers, the U.S. military and foreign allies, and U.S. government civil agencies and friendly counterparts
It has to be a pump*r wanting to get out.
"DICK" has NOT done right by GDSI shareholders. NEVER EVER, Look at the chart and pps. Investors have been shafted over the years. Even with the NACS acquisition the pps has continued to drop due to Toxic notes.
With Rontan, he should never have given the chance for pps to drop again due to Toxic notes, after the Acqusition deal on Oct 08.
Confidence in buyers and holders will be on pressure.
MMs should never have been given this weapon to create fear and pressure to investors.
"DICK" Sullivan...Show MAX to everyone..
Hey "DICK" Sullivan, where is MAX? 33 days and counting since you signed a deal.
pps is at 0053 and falling
How/when do you plan to hand over Rontan 26m shares valued at $1.00
The reason for the drop was the second leg of the note conversion to cover at the lows. The posters who posted the silly reasons were piling on to enable their order fills at the lows and/or to get more selling, hoping to get pps to crash below support.
Unfortunately the market maker for the stock has their own agenda, knowing what is on the plate(notes). This has resulted in the pps not doing exactly as some of us want or expect it to do on the upside. Then we have the issue of MAX not showing up on the radar at GDSI after 30 days since the deal was signed.
You say that Max will not be CEO till another few months to a year, and the closing of the acquisition will not happen till then.
Roger and DIRV, what is going oin here at 0025 area, why are conversions still going on?? 0.00249, 0.00255
As of 9/30/2015.
GDSI will not do any AS/SS changes. The last time they did it, pps tanked. They know better now.
FAT MAX needs to show up, LOL
For NACS acquisition they did an s-1 dated 9/17/14 followed by ammendments 9/23, 9/30, 10/9.
per 8k of 6/19/2014
Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2014, Global Digital Solutions, Inc. (“GDSI”) and its wholly owned subsidiary, GDSI Acquisition Corporation, a Delaware corporation (“Buyer”), entered into an Equity Purchase Agreement (“EPA”) with Brian A. Dekle and John Ramsey (collectively, “Sellers”) and North American Custom Specialty Vehicles, LLC, an Alabama limited liability company (“NACSV”), pursuant to which Buyer purchased all of Sellers’ membership interests in NACSV for total consideration of up to $3.6 million (the “Acquisition”) with (a) $1.2 million payable at closing as follows: (i) a cash payment of $1.0 million and (ii) 645,161 shares of GDSI’s restricted common stock valued at $0.31 per share, or $200,000 in the aggregate, (b) up to $2.4 million of additional post-closing contingent consideration as certain milestones are met as set forth in the EPA through December 31, 2017, and (c) a post closing date purchase price adjustment of the excess, if any, of the total value of closing date audited assets of NACSV over $1.2 million.
NACSV specializes in building mobile command/communications and specialty vehicles for emergency management, first responders, national security and law enforcement operations.
A copy of the EPA is attached hereto as Exhibit 2.1. The description of certain terms of the EPA set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the EPA.
GDSI announced the completion of the Acquisition in a press release, dated June 18, 2014, a copy of which is attached hereto as Exhibit 99.1.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 16, 2014, GDSI and the Buyer entered into an EPA with the Sellers and NACSV whereby Buyer acquired all of the membership interests of NACSV. The information disclosed under Item 1.01 is incorporated into this Item 2.01 in its entirety.
Item 3.02 Unregistered Sale of Equity Securities.
In connection with the execution of the EPA, on June 16, 2014, GDSI issued 645,161 shares of its restricted common stock, $.001 par value, valued at $0.31 per share, or $200,000 in the aggregate, to the Sellers. These securities were issued without registration in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Exactly right, if it happens. Richard must come through this time more than ever before at GDSI.
Also it says at time of closing or prior it (26m in common shares at $1.00) must be handed to the "sellers".
Clearly mentions "common shares" in 8K, and also in the "agreement clause 2.1.2, then also read 4.3, and also read 5.17
Cash of 26m in 48 installments is correct.