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





2







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  ☐



3







|Item
    6. | Exhibits.
|----------- | ---------



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.



4







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:                                                                                         
|                           |                                                                                             
|                           |                                                                                             





5









|INDEX
    TO EXHIBITS
|---------------------
|                     
|Exhibit
    No.      
|31.1*                
|31.2*                
|32.1**               



|*  | Filed
    herewith.
|-- | -------------------
|** | Furnished herewith.





6