Mail Stop 0510

      April 8, 2005

via U.S. mail and facsimile

Mr. William J. Delgado
CEO and CFO
Global Digital Solutions, Inc.
10370 Old Placerville Road, Suite 107
Sacramento, CA  95827

	RE:	Form 10-KSB for the fiscal year ended June 30, 2004
		Form 10-QSB for the quarter ended December 31, 2004

		File No. 0-26361

Dear Mr. Delgado:

      We have reviewed these filings and have the following
comments.
If you disagree with a comment, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.







FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 2004

Comments applicable to your overall filing

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  These revisions should be
included in your future filings.

Management`s Discussion and Analysis

Liquidity and Capital Resources, page 19

2. We have reviewed your response to comment 8.  Item 303(b) of
Regulation S-B states that Management`s Discussion and Analysis
should address key variable and other qualitative and quantitative
factors which are necessary to an understanding and evaluation of
your company, including the causes for material changes in your
financial statements.  Please expand your disclosure relating to
how
you achieved cash provided by operating activities.  Your
disclosure
should provide a narrative explanation that enables investors to
see
through the eyes of management.

Financial Statements

Note F - Agreement with Factor, page F-19

3. We have reviewed your response to comment 18.  Please disclose
the
key assumptions used in measuring the fair value of the net
accounts
receivable balance due from the factor.  See paragraph 17(f)(3) of
SFAS 140.

FORM 10-QSB FOR THE PERIOD ENDED DECEMBER 31, 2004

Financial Statements

Note B - Line of Credit, page 9

4. Please tell us if the warrants you issued to Laurus, in
relation
to your convertible note, are detachable or non-detachable.
Please
provide us with the assumptions you used in determining your
accounting treatment and what accounting literature you referenced
in
supporting your conclusion.  In addition, please provide us with
the
computations related to the values assigned to your convertible
debt,
warrants, and beneficial conversion feature.


Management`s Discussion and Analysis

Results of Operations, page 13

5. You state that your gross profit decreased from 30% of sales
for
the three months ended December 31, 2003 to 11% of sales for the
three months ended December 31, 2004.  Your explanation refers to
the
gross margin attained during the quarter as favorable and likely a
one time occurrence.  Please clarify which quarter this
explanation
relates to and revise your disclosure accordingly.


*    *    *    *


      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      If you have any questions regarding these comments, please
direct them to Jeffrey Gordon, Staff Accountant, at (202) 824-5685
or, in his absence, to the undersigned at (202) 942-1774.

							Sincerely,


							Rufus Decker
							Accounting Branch Chief
??

??

??

??

Mr. William J. Delgado
April 8, 2005
Page 1 of 3




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE