<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

                                       OR

[ ]      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 000-23661

                         GLOBAL DIGITAL SOLUTIONS, INC.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

          NEW JERSEY                                      22-3392051
          ----------                                      -----------
   (State or jurisdiction of                   (IRS Employer Identification No.)
incorporation or organization)

                           10370 Old Placerville Road
                                    Suite 107
                          Sacramento, California 95827
                          ----------------------------
                    (Address of Principal Executive Offices)

                   Registrant's telephone number: 916-669-3982

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12 (g) of the Act:

                          Common Stock: $.001 Par Value

         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) been subject to such
filing requirements for the past 90 days. Yes [x] No [ ].

         As of December 8, 2004, the Registrant had 28,600,181 shares of
common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]



<PAGE>

                         GLOBAL DIGITAL SOLUTIONS, INC.
                         ------------------------------

                     Quarterly Report on Form 10-QSB for the
                   Quarterly Period Ending September 30, 2004

                                Table of Contents

PART I.  FINANCIAL INFORMATION

     Item 1. Financial Statements (Unaudited)

               Condensed Consolidated Balance Sheet:
                    September 30, 2004

               Condensed Consolidated Statements of Losses:
                    Three Months Ended September 30, 2004 and 2003

               Condensed Consolidated Statements of Cash Flows:
                    Three Months Ended September 30, 2004 and 2003

               Notes to Condensed Consolidated Financial Statements:
                    September 30, 2004

     Item 2. Management Discussion and Analysis of Interim Financial Condition
             and Results of Operations

     Item 3. Controls and Procedures

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings

     Item 2. Changes in Securities

     Item 3. Defaults upon Senior Securities

     Item 4. Submission of Matters to a Vote of Security Holders

     Item 5. Other Information

     Item 6. Exhibits



<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The following unaudited Condensed Consolidated Financial Statements as of
September 30 and for the three months September 30, 2004 and 2003 have been
prepared by Global Digital Solutions, Inc..

                         GLOBAL DIGITAL SOLUTIONS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004

                                     ASSETS

Current Assets
  Cash And Cash Equivalents                                         $   211,751
  Accounts Receivable, Net                                            1,090,916
  Other Current Assets                                                  189,546
    Costs and estimated earnings in excess
     of billings on uncompleted contracts                                49,946
                                                                    ------------
 Total Current Assets                                                 1,542,159
 Property and Equipment - net                                           198,026
 Other Assets                                                           212,500
                                                                    ------------

    TOTAL ASSETS                                                      1,952,685
                                                                    ============

               LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

 Current Liabilities:

 Current Portion notes payable                                      $ 1,144,498
 Current Portion of capital leases                                       43,251
 Accounts Payable                                                     1,913,180
 Accrued Expenses                                                     1,584,005
 Billings in excess of Costs                                             24,501
                                                                    ------------
 Total Current Liabilities                                            4,709,435

 Notes Payable Long Term                                                  9,750
                                                                    ------------
 Total Liabilities                                                     4,719,185
Deficiency in Stockholders' Equity:
 Preferred stock, par value $.001 per share; authorized
   10,000,000 shares; $.001 par value, issued and
   outstanding shares
 Common Stock:  Authorized 100,000,000 shares; $.001 par value;
   Issued and outstanding 28,600,181 shares                              28,600
 Paid in Capital                                                      3,624,073
 Accumulated Deficit                                                 (6,419,173)
                                                                    ------------

Total Deficiency in Stockholders' Equity                             (2,766,500)
                                                                    ------------
    TOTAL LIABILITIES AND EQUITY                                    $ 1,952,685
                                                                    ============

 See accompanying notes to unaudited condensed consolidated financial statements



<PAGE>
<TABLE>

                             GLOBAL DIGITAL SOLUTIONS, INC.
                       CONDENSED CONSOLIDATED STATEMENT OF LOSSES
                                      (UNAUDITED)
<CAPTION>

                                                            For The Three Months Ended
                                                                   September 30,
                                                                2004          2003
                                                            ------------   ------------
<S>                                                         <C>            <C>
Revenue                                                     $ 1,873,218    $ 2,678,043
Cost of Sales                                               $   858,203    $ 3,149,001
                                                            ------------   ------------
Gross Profit                                                $ 1,015,015    ($  470,958)

Operating Expenses:
 Selling, General and Administrative                        $   968,815    $   725,819
 Depreciation And Amortization                              $   223,866    $    29,790
                                                            ------------   ------------
Total Operating Expenses                                    $ 1,192,681    $   755,609
                                                            ------------   ------------

(Loss) From Operations                                      ($  177,666)   ($1,226,567)
   Income tax (benefit)
Other Income and Expenses:
 Interest Expenses                                          $    56,303    $    82,391
                                                            ------------   ------------
 Total Other Income and Expenses                            $    56,303    $    82,391
                                                            ------------   ------------

Net Income (Loss)                                           ($  233,969)   ($1,308,958)
                                                            ============   ============

Net Income (Loss) per share (basic and assuming dilution)   ($.01)         ($.05)

Weighted Average Common Shares Outstanding                  27,388,086     27,388,086

    See accompanying notes to unaudited condensed consolidated financial statements

</TABLE>



<PAGE>

                         GLOBAL DIGITAL SOLUTIONS, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,

                                                           2004          2003
                                                        ----------    ----------
    NET CASH (USED IN) OPERATING ACTIVITIES             ($70,408)    $  43,333

    NET CASH (USED IN) INVESTING ACTIVITIES                    -             -

    NET CASH PROVIDED BY FINANCING ACTIVITIES           $ 251,440     $ 201,854

Net increase in cash                                    $ 175,047     $ 244,984

Cash, beginning of period                               $  36,704             0
                                                        ----------    ----------
Cash, end of period                                     $ 211,751     $ 244,984
                                                        ==========    ==========

See accompanying notes to unaudited condensed consolidated financial statements



<PAGE>

                         GLOBAL DIGITAL SOLUTIONS, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

GENERAL
-------

The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-QSB, and therefore, do not include
all the information necessary for a fair presentation of financial position,
results of operations and cash flows in conformity with accounting principles
generally accepted in the United States of America for a complete set of
financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
results from operations for the three-month period ended September 30, 2004 are
not necessarily indicative of the results that may be expected for the year June
30, 2005. The unaudited condensed consolidated financial statements should be
read in conjunction with the June 30, 2004 financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-KSB.

BUSINESS AND BASIS OF PRESENTATION
----------------------------------

Global Digital Solutions, Inc. (the "Company"), formerly Creative Business
Solutions, Inc., was formed on August 25, 1995 under the laws of the state of
New Jersey. The Company is engaged in the sale, servicing and installation of
integrated data and voice communications systems to commercial and industrial
users.

During the period November 1, 2002 through February 23, 2004 the Company
completed a two business combinations and corporate restructure (see Note B)

PRINCIPLES OF CONSOLIDATION
---------------------------

The consolidated financial statements include Global Digital Solutions, Inc. and
its wholly owned subsidiary, Pacific Comtel Monterey, Inc. All significant
intercompany accounts and transactions have been eliminated upon consolidation.

RECLASSIFICATION
----------------

Certain reclassifications have been made to conform to prior periods' data to
the current presentation. These reclassifications had no effect on reported
losses.

LIQUIDITY
---------

As shown in the accompanying financial statements, the Company incurred a net
loss of $ 233,969 and $ 1,308,958 during the three months ended September 30,
2004 and 2003, respectively. The Company's current liabilities exceeded its
current assets by $ 1,994,920 as of September 30, 2004.

STOCK BASED COMPENSATION
------------------------

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended December 31, 2002 and for
the subsequent periods. The Company did not grant any stock options and warrants
to employees during the periods ended September 30, 2004 and 2003



<PAGE>

NOTE B - LINE OF CREDIT

On July 28, 2004, the Company entered into the two part financing agreement with
Laurus Mast Fund that provides for a $500,000 secured convertible note and
$2,500,000 secured revolving note with an interest rate of WSJ Prime plus 3.0%.
The note has a term of three years expiring on July 28, 2007. The note is
collateralized with a first lien on all assets of the Company, which shall
include, but not limited to accounts receivable, inventory, equipment and
general intangibles, subordination of notes payable to stockholders as well as a
corporate guarantee of a subsidiary, and stocks pledged the stockholders of the
Company.

Availability of the funds are based on accounts receivable at an advance rate of
eligible accounts receivable. The determination by Laurus Master Fund of whether
an account is an eligible U.S. account receivable shall include, without
limitation, a review of cross-aging, customer credit worthiness, concentrations,
contra accounts and dilution.

The fixed conversion price to convert the debt to equity will be equal to the
average closing price for the ten days prior to closing of the transaction,
provided that the fixed conversion price does not exceed 105% of the closing
price on the date of closing.

Laurus has also been issued a seven-year warrants to purchase 1,111,111 shares
of common stock of the Company at an exercise price of $1.07.

The Company is currently in default under the terms of both loan agreements.

On September 27, 2004, Laurus Funds and Global Digital entered into a
standstill/forbearance agreement for a period of sixty days.

On August 6, 2004 the Company paid off the outstanding line of credit with
Commercial Capital Funding LLC.

NOTE C - CAPITAL STOCK

The Company is authorized to issue 10,000,000 shares of preferred stock, $0.001
par value per share and 100,000, 000 shares of common stock, $0.001 par value
per share. There are no preferred shares outstanding at September 30, 2004.

Pursuant to the Merger with Creative, the Company issued an aggregate of
23,879,817 shares of its common stock in exchange for all previously outstanding
common stock owned by Global Delaware stockholders.

Pursuant to the Convertible Note Agreement, the Company issued 1,225,714 shares
of Common Stock at $.35/share for consideration of $404,650. In addition,
1,225,714 common stock warrants at $.35/share were issued, as additional
consideration per the Convertible Note Agreement. The Company has taken a charge
of $306,428 for financing costs related to the Convertible Note Agreement. As
previously discussed in Note B, Laurus Funds were granted 1,111,111 common stock
warrants at $1.07/share. There are 28,600,181 shares of common stock issued and
outstanding as of December 8, 2004.

NOTE D - WARRANTS AND STOCK OPTIONS

The following table summarizes the changes in warrants outstanding and the
related prices for the shares of the Company's common stock issued to
shareholders at September 30, 2004.

<TABLE>
                            Warrants Outstanding                              Warrants Exercisable
                            --------------------                              --------------------
                                     Weighted Average        Weighed                       Weighted
                       Number     Remaining Contractual      Average         Number         Average
Exercise Prices     Outstanding        Life (Years)      Exercise Price    Exercisable   Exercise Price
---------------     -----------        ------------      --------------    -----------   --------------
<S> <C>                <C>                 <C>               <C>              <C>           <C>
    $ 2.00             100,000             4.5               $ 2.00           100,000       $ 2.00
      1.00             370,000             4.25                1.00           370,000         1.00
      1.07           1,111,111             7.0                 1.07         1,111,111         1.07
       .50           2,100,000             4.25                 .50         2,100,000          .50
       .35           1,225,714              .25                 .35         1,225,714          .35
                   -----------           ------              ------       -----------
                     4,906,825                               $  .35         4,906,825
                   ===========                               ======       ===========
</TABLE>



<PAGE>

Transactions involving the Company's warrant issuance are summarized as follows:

                                                Number of       Weighted Average
                                                 Shares         Price Per Share
                                               -----------        -----------
       Outstanding at July 1, 2003                     --         $       --
          Granted                                      --                 --
          Exercised                                    --                 --
          Canceled or expired                          --                 --
                                               -----------        -----------
       Outstanding at July 1,2004                      --         $       --
          Granted                               2,570,000                .63
          Exercised                                    --                 --
          Canceled or expired                          --                 --
                                               -----------        -----------
       Outstanding at June 30, 2004             2,570,000         $      .63
                                               ===========        ===========
          Granted                               2,336,825                .69
          Exercised                                    --                 --
          Canceled or expired                          --                 --
                                               -----------        -----------
       Outstanding at September 30, 2004        4,906,825         $      .66
                                               ===========        ===========

The Company did not grant any stock options and warrants to employees during the
period ended September 30, 2004 and 2003. If the Company recognized compensation
cost for the stock options and warrants for the non-qualified employee stock
option plan in accordance with SFAS No. 123, the Company's pro forma net loss
attributable to common shareholders and net loss per share would have been
$(.01) and $(.01) for the period ended September 30, 2004 and $(.05) and $(.05)
for the period ended September 30, 2003, respectively. The Company granted
2,336,825 of non-compensatory warrants with an intrinsic value of $306,428
during the period ended September 30, 2004. Accordingly, the Company charged
$306,428 to operations in connection with the issuance of the warrants during
the periods ended September 30, 2004.

NOTE D - GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements, the Company incurred a net loss of $233,969 and $1,308,958
during the three months ended September 30, 2004 and 2003, respectively. The
Company's current liabilities exceeded its current assets by $1,994,920 as of
September 30, 2004. These factors among others may indicate that the Company
will be unable to continue as a going concern for a reasonable period of time.

The Company's existence is dependent upon management's ability to develop
profitable operations. The accompanying statements do not include any
adjustments that might result should the Company be unable to continue as a
going concern.

In order to improve the Company's liquidity, the Company's management is
actively pursing additional equity financing through discussions with investment
bankers and private investors. There can be no assurance the Company will be
successful in its effort to secure additional equity financing.



<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations
should be read together with the financial statements and related notes included
in this Report. This discussion contains forward-looking statements that involve
risks and uncertainties. Our actual results may differ materially from those
anticipated in those forward-looking statements as a result of certain factors,
including, but not limited to, those contained in the discussion on
forward-looking statements that follows this section.

OVERVIEW
--------

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements requires our management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and revenue and expenses
during the applicable period. Future events and their effects cannot be
determined with certainty; therefore, the determination of estimates requires
the exercise of judgment. Actual results inevitably will differ from those
estimates, and such differences may be material to our financial statements. Our
management continually evaluates its estimates and assumptions, which are based
on historical experience and other factors that we believe to be reasonable
under the circumstances. These estimates and our actual results are subject to
known and unknown risks and uncertainties. There have been no material changes
in our critical accounting estimates or our application of these estimates in
2004.

RESULTS OF OPERATIONS
---------------------

COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2004 TO THE THREE MONTHS
---------------------------------------------------------------------------
ENDED SEPTEMBER 30, 2003
------------------------

REVENUE

The Company's total revenue was $1,873,218 for the three-month period ended
September 30, 2004 compared to $2,678,043 for the same period ended September
30, 2003, a decrease of $804,825, or 30%. The decrease in revenues is a result
of lack of working capital to finance new and existing contracts.

GROSS PROFIT

The Company's gross profit was $1,015,015 or (64%) for the three months ended
September 30, 2004 compared to $(470,958) or (-17.5)% for the three months ended
September 30, 2003. Changes were made to the organizational structure and
measures taken to increase profitability by operations. Management believes that
the favorable gross margin attained during the quarter is a one time occurrence
and is not indicative of future results and trends.



<PAGE>

COSTS AND EXPENSES

Selling, general and administrative ("S G & A") expenses (without including
depreciation and amortization which were not minimal) for the three-month period
ended September 30, 2004 increased from $725,819 to $968,815, or 25%. The
increase is due to increased legal and accounting fees incurred resulting from
the private to public transition. Lack of Capital also caused interest rates to
increase because of limited choices the company had to obtain financing.

INTEREST EXPENSE

The Company incurred $56,303 of interest expense during the three months ended
September 30, 2004 compared to $82,391 during the three months ended September
30, 2003, a $26,088 decrease. The decrease is a result of a lower average loan
balance and lower average interest rate during the period.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

As of September 30, 2004, the Company had a working capital deficit of $502,253
The Company generated a deficit in cash flow from operations of $ 70,408 for
the three month period ended September 30, 2004. The deficit in cash flow from
operating activities for the three month period ended September 30, 2004 is
primarily attributable to the Company's net loss from operations of $177,666,
 adjusted for depreciation and amortization expense of  $223,866

The Company met its cash requirements during the period through proceeds from
the issuance of common stock subscribed of $429,150 and $263,622 of advances
from officers and loan proceeds, net of loan repayments.

While we have raised capital to meet our working capital and financing needs in
the past, additional financing is required in order to meet our current and
projected cash flow deficits from operations and development. We are seeking
financing in the form of equity in order to provide necessary working capital.
We currently have no commitments for financing. There is no guarantee that we
will be successful in raising the funds required.

By adjusting our operations and development to the level of capitalization,
management believes it has sufficient capital resources to meet projected cash
flow deficits through the next 12 months. However, if thereafter, we are not
successful in generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, this could have a
material adverse effect on our business, results of operations, liquidity and
financial condition.

CAPITAL EXPENDITURES AND COMMITMENTS

We do not anticipate the sale of any material property , plant or equipment
during the next 12 months. Without substantial financial resources we do not
anticipate the acquisition of any material property, plant or equipment during
the next 12 months.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements. We do not
anticipate entering into any off-balance sheet arrangements during the next 12
months.

FORWARD-LOOKING STATEMENTS The statements in this Report relating to our
expectations, including those relating to implementation of our new business
model, our commencing new operations, our expected success in launching our new
lines of business, our ability to raise capital and the adequacy of our working
capital, are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Act"). Additionally, words such
as "expects", "anticipates", "intends", "believes", "will" and similar words are
used to identify forward-looking statements within the meaning of the Act.

The results anticipated by any or all of these forward-looking statements might
not occur. Important factors, uncertainties and risks that may cause actual
results to differ materially from these forward-looking statements include (1)
general domestic and international economic and business conditions including
political unrest, currency fluctuations and tariffs, (2) increased competition
in our markets and products, (3) our investment bankers' ability to sell our
securities and (4) our ability to commercialize our new services and attract
customers for them.

We undertake no obligation to publicly update or revise any forward-looking
statements, whether as the result of new information, future events or
otherwise.



<PAGE>

The independent auditor's report on the Company's June 30, 2004 financial
statements included in this Annual Report states that the Company's recurring
losses raise substantial doubts about the Company's ability to continue as a
going concern.

ITEM 3. CONTROLS AND PROCEDURES

     (a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We carried out an evaluation required by Rule 13a-15(b) of the Securities
Exchange Act of 1934 under the supervision and with the participation of our
management, including our chief executive officer and chief financial officer,
of the effectiveness of the design and operation of our "disclosure controls and
procedures" as of the end of the period covered by this Report.

Disclosure controls and procedures are designed with the objective of ensuring
that (i) information required to be disclosed in an issuer's reports filed under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms and (ii)
information is accumulated and communicated to management, including our chief
executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosures.

The evaluation of our disclosure controls and procedures included a review of
our objectives and processes and effect on the information generated for use in
this Report. This type of evaluation will be done quarterly so that the
conclusions concerning the effectiveness of these controls can be reported in
our periodic reports filed with the SEC. We intend to maintain these controls as
processes that may be appropriately modified as circumstances warrant.

Based on this evaluation, Mr. William Delgado, our chief executive officer and
chief financial officer, has concluded that our disclosure controls and
procedures are effective in timely alerting management to material information
relating to the Company required to be included in our periodic reports filed
with the SEC as of the end of the period covered by this Report. There were no
changes in our internal control over financial reporting that occurred during
our last fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting. However, a
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Management necessarily applied its judgment in assessing the benefits
of controls relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote. Because of the inherent limitations
in a control system, misstatements due to error or fraud may occur and may not
be detected.

(b) CHANGES IN INTERNAL CONTROLS

         There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the
evaluation date.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

         We are subject to general commercial litigation and other litigation
claims as part of our operations, and we could incur litigation expenses in
defending these claims and could be subject to damages or other remedies.
Litigation in general can be expensive and disruptive to normal business
operations. Moreover, the results of legal proceedings are difficult to predict.
Where Global believes it has defenses to the cases set forth below we will
vigorously defend those matters. None of the litigation directly arises out of
the business operations of Global, rather, Global assumed these liabilities
through merger.

         Construction Supply, Inc. v. Pacific Comtel, Inc., San Diego Superior
Court Case No. SN029730 (filed on October 1, 2004). Breach of contract case
arising out of a materials purchase. The total amount in controversy is less
than $5,000. Notice of Entry of Default filed November 11, 2004. The Company
anticipates settling this case.



<PAGE>

         F. Michael Allen v. Global Digital Solutions, Inc, Department of
Industrial Relations Case No. 10-55387 LF (filed October 8, 2004) Labor Board
claim arising out of the alleged failure to make reimbursement payments and
alleged failure to deliver final paycheck in a timely basis. Hearing scheduled
in front of Labor Board in January 2005. The total amount in controversy is less
than $15,000. Settlement negotiations are ongoing. The Company plans to contest
the amount in dispute and any penalties.

         In the ordinary course of business, the Company may be involved in
legal proceedings from time to time. Although occasional adverse decisions or
settlements may occur, management believes that the final disposition of such
matters will not have material adverse effect on its financial position, results
of operations or liquidity.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     (a) None.

     (b) None.

     (c) The following table provides information about purchases by us and our
affiliated purchasers during the quarter ended September 30, 2004 of equity
securities that are registered by us pursuant to Section 12 of the Securities
Exchange Act of 1934:

<TABLE>
                               ISSUER PURCHASES OF EQUITY SECURITIES

Period                 (a)                (b)                     (c)                               (d)
                 Total Number of     Average Price    Total Number of Shares (or       Maximum Number (or Approximate
                Shares (or Units)   Paid per Share    Units) Purchased as Part of    Dollar Value) of Shares (or Units)
                    Purchased)         (or Unit)      Publicly Announced Plans or   that May Yet Be Purchased Under the
                                                             Programs (1)                  Plans or Programs (1)
<S>   <C>
07/01/04-07/31/04       0                 $0                       0                                 0
08/01/04-08/31/04       0                 $0                       0                                 0
09/01/04-9/30/04        0                 $0                       0                                 0
</TABLE>

(1) We have not entered into any plans or programs under which we may repurchase
its common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

     (a) Exhibits

          31.1 Certification of CEO and CFO

          32.1 Section 1350 Certification by CEO and CFO



<PAGE>

                                   SIGNATURES

In accordance with requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                        GLOBAL DIGITAL SOLUTIONS, INC.
                                        (Registrant)

Date: December 14, 2004                 /s/ Wiliam J. Delgado
-----------------------                 ----------------------------------------
                                        William J. Delgado
                                        Chief Executive Officer and Chief
                                        Financial Officer