Global Digital Solutions, Inc.
777 South Flagler Drive, Suite 800 West
West Palm Beach, Florida 33401
September 23, 2014
VIA EDGAR
Pamela Long
Assistant Director
Division of Corporation Finance
U. S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Global Digital Solutions, Inc. | |
| Registration Statement on Form S-1 | ||
| Filed September 17, 2014 | ||
| File No. 333-198802 |
Dear Ms. Long:
Global Digital Solutions, Inc. (the “Company”), hereby responds to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated September 22, 2014, relating to the above referenced Registration Statement on Form S-1 filed with the Commission on September 17, 2014 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and an Amended Registration Statement.
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.
Exhibit 5.1 – Opinion ofNaccarato &Associates
1. Please have counsel revise sub-section (iii) in the first paragraph to refer to 4,250,000 shares of the company’s common stock currently outstanding and 4,250,000 shares of the company’s common stock issuable upon conversion of warrants. Please also have counsel revise disclosure throughout the first paragraph to refer to the company’s common stock rather than “our common stock.”
Counsel has revised its opinion to address the Staff’s comments and a revised Exhibit 5.1 has been filed with the Amended Registration Statement.
2. Please have counsel revise its legal opinion to provide a definition for the terms “Notes” and “Warrants” in the second paragraph of the opinion.
Counsel has revised its opinion to address the Staff’s comments and a revised Exhibit 5.1 has been filed with the Amended Registration Statement.
3. Counsel may not opine under the laws of New Jersey and at the same time indicate that it is not licensed to practice law in the State of New Jersey. Please have counsel provide an unqualified opinion covering the jurisdiction of the company’s incorporation, or otherwise, provide an opinion of counsel admitted to practice in the State of New Jersey. For guidance, please refer to Section II.B.3.b of Staff Legal Bulletin No.19 (CF) dated October 14, 2011.
Pamela Long
Assistant Director
Division of Corporation Finance
U. S. Securities and Exchange Commission
September 23, 2014
Page 2 of 2
Counsel has revised its opinion to address the Staff’s comments and a revised Exhibit 5.1 has been filed with the Amended Registration Statement.
If you have any questions, please do not hesitate to contact me at (561) 515-6163, or counsel at (949) 300-2487.
| Sincerely, | ||
| Global Digital Solutions, Inc. | ||
| /s/ David A. Loppert | ||
| David A. Loppert | ||
| Chief Financial Officer |
| cc: | Owen Naccarato |
| Law offices of Naccarato & Associates |
