GLOBAL DIGITAL SOLUTIONS INC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (type 10-Q)

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes a number of forward-looking
statements that reflect management’s current views with respect to future events
and financial performance. Forward-looking statements are projections in respect
of future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as “may,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential” or “continue” or the negative of these terms or other comparable
terminology. These statements include statements regarding the intent, belief or
current expectations of us and members of our management team, as well as the
assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risk and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking statements.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks set forth in the section
entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2020, as filed with the U.S. Securities and Exchange Commission
(the “SEC”) on April 19, 2021, any of which may cause our company’s or our
industry’s actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied in our forward-looking statements. These risks
and factors include, by way of example and without limitation:

? our ability to successfully commercialize and our products and services on a

large enough scale to generate profitable operation;

? our ability to maintain and develop relationships with customers and suppliers;

? our ability to successfully integrate acquired businesses or new brands;

? the impact of competitive products and pricing;

? supply constraints or difficulties;

? the retention and availability of key personnel;

? general economic and business conditions;

? substantial doubt about our ability to continue as a going concern;

? our need to raise additional funds in the future;

? our ability to successfully recruit and retain qualified personnel in order to

continue our operations;

? intellectual property claims brought by third parties; and

? business interruptions resulting from geo-political actions, including war, and

terrorism or disease outbreaks (such as COVID-19).

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, or performance. Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.

Readers are urged to carefully review and consider the various disclosures made
by us in this report and in our other reports filed with the SEC. We undertake
no obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events, or changes in the future
operating results over time, except as required by law. We believe that our
assumptions are based upon reasonable data derived from and known about our
business and operations. No assurances are made that actual results of
operations or the results of our future activities will not differ materially
from our assumptions.

As used in this Quarterly Report on Form 10-Q and, unless otherwise indicated,
the terms “GDSI,” “Company,” “we,” “us,” and “our” refer to Global Digital
Solutions, Inc. and our wholly owned subsidiaries GDSI Florida, LLC, HarmAlarm
and North American Custom Specialty Vehicles, Inc. Unless otherwise specified,
all dollar amounts are expressed in United States dollars.

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Corporate History

We were incorporated in New Jersey as Creative Beauty Supply, Inc. (“Creative”)
in August 1995. In March 2004, Creative acquired Global Digital Solutions, Inc.,
a Delaware corporation. The merger was treated as a recapitalization of Global
Digital Solutions, Inc., and Creative changed its name to Global Digital
Solutions, Inc. (“GDSI”). We are focused in the area of cyber arms technology
and complementary security and technology solutions. On October 22, 2012, we
entered into an Agreement of Merger and Plan of Reorganization to acquire 70% of
Airtronic USA, Inc. (“Airtronic”), a then debtor in possession under chapter 11
of the Bankruptcy Code once Airtronic successfully reorganized and emerged from
bankruptcy (the “Merger”). During the period from October 2012 through November
2013, we were actively involved in the day to day management of Airtronic
pending the completion of the Merger. The Merger did not occur and we ceased
involvement with Airtronic. In December 2012 we incorporated GDSI Florida LLC
(“GDSI FL”), a Florida limited liability company. Except for the payment of
administrative expenses on behalf of the Company, GDSI FL has no business
operations. In January 2013, we incorporated Global Digital Solutions, LLC, a
Florida limited liability company. In November 2013, we incorporated GDSI
Acquisition Corporation, a Delaware corporation. On June 16, 2014, we acquired
North American Custom Specialty Vehicles, LLC, into GDSI Acquisition
Corporation, and changed the latter’s name to North American Custom Specialty
Vehicles, Inc. (“NACSV”). In July 2014, we announced the formation of GDSI
International (f/k/a Global Digital Solutions, LLC) to spearhead our efforts
overseas. In March of 2019, we acquired HarmAlarm (“HA”). HA was formed in 2002
as a private Texas company to pursue Infrared commercial applications in the
aviation services area. HA has developed a system known as Pilot Assisted
Landing Systems (PALS). We believe the precision and robustness of PALS has
generated a host of new applications mainly through “landing trajectory”
optimization which provides additional safety margin against weather related
hazardous conditions, like wind shear, wake turbulence, icing, as well as low
ceilings and fog.

Business Overview

We are engaged in the development of proprietary aviation technology. We are
also looking to develop an automotive technology company currently in Brazil. We
have been in litigation concerning Rontan Metallurgica in Sao Paulo, Brazil and
have been awarded a default judgment regarding the acquisition of the company.
We are currently awaiting final damages in the case.

Results of Operations

Comparison of the Three Months Ended March 31, 2022, to the Three Months Ended
March 31, 2021

Revenues

There was no revenue for the three months ending March 31, 2022, or March 31,
2021.

Our operating expenses for the three months ended March 31, 2022, are summarized
as follows in comparison to the three months ended March 31, 2021:

For The Three Months Ended
March 31,
2022 2021
Salaries and related expenses $ 75,000 $ 75,000
Rent 1,570 2,100
Professional fees 27,129 –
Consulting services 168,260 344,500
Other general and administrative 8,392 3,824
Total Operating Expenses $ 280,351 $ 425,424

Operating expenses for the three months ended March 31, 2022, decreased by
$145,073, or 34%, as compared with the same period in 2021. The overall change
in operating expenses is mainly due to the decrease in consulting services.

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Liquidity, Financial Condition and Capital Resources

As of March 31, 2022, we had cash on hand of approximately $3,500 and a working
capital deficiency of approximately $11,603,000 as compared to cash on hand of
approximately $99,000 and a working capital deficiency of approximately
$11,159,000 as of December 31, 2021. The decrease in working capital deficiency
for the three months ended March 31, 2022, is mainly due to the decrease in cash
on hand of $95,000, increase in accrued expenses, of $210,000, increase in the
fair value of the derivatives of $162,000, increase in Convertible Notes Payable
of $298,000, an increase in Notes Payable of $137,000 offset by decrease in the
warrant liability of $178,00 and decrease od Due to officer of $47,000.

Working Capital Deficiency

Our working capital deficiency as of March 31, 2021, in comparison to our
working capital deficiency as of December 31, 2020, can be summarized as
follows:

March 31, December 31,
2022 2021
Current assets $ 3,359 $ 98,800
Current liabilities 11,606,240 11,257,572
Working capital deficiency $ (11,602,881 ) $ (11,158,772 )

Cash Flows

During the three months ended March 31, 2022 and 2021 our sources and uses of
cash were as follows:

Three Months Ended March 31,
2022 2021

Net cash used in operating activities $ (119,773 ) $ (492,213 )
Net cash used in investing activities

– –
Net cash provided by financing activities 24,512 817,500
Increase (decrease) in cash $ (95,261 ) $ 325,287

Operating Activities

Net cash used in operating activities was approximately $120,000 for the three
months ended March 31, 2022, primarily due to the net loss of approximately
$930,000 which was partially offset by non-cash expenses of approximately
$810,000 related to an increase in the fair value of derivative liabilities,
amortization of debt discount, Loss on conversion of convertible notes payable,
There was additionally actual cash used by changes in the levels of operating
assets and liabilities, primarily as a result of decreases in accrued interest
and amount due to officer.

Net cash used in operating activities was approximately $492,000 for the three
months ended March 31, 2021, primarily due to the net income of $3,721,651 which
was partially offset by non-cash expenses of approximately $4,119,000 related to
an increase in the fair value of derivative liabilities, amortization of debt
discount, interest expense, and the change in fair value of the warrant
liability recognized this period. There was additionally actual cash used by
changes in the levels of operating assets and liabilities, primarily as a result
of decreases in accrued interest and amount due to officer.

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Investing Activities

During the three months ended March 31, 2022, and 2021, net cash used in
investing activities was $0.

Financing Activities

Net cash provided by financing activities for the three months ended March 31,
2022, was $24,512, which was due to $100,000 of proceeds from debt financings,
offset by $75,488 of repayments of convertible notes.

Net cash provided by financing activities for the three months ended March 31,
2021, was $817,500, which was due to $1,088,500 of proceeds from debt
financings, offset by $271,000 of repayments of convertible notes.

Recent Financing Arrangements and Developments During the Period

On February 3, 2022, the Company and Sixth Street Lending LLC, entered into a
security purchase agreement for a 8% Convertible Note in the aggregate principal
of $103,750, due on February 3, 2023. The note is convertible into shares of
common stock of the Company. The conversion price is equal to the Variable
Conversion price which is defined as 65% of the Market Price for the lowest two
trading dates during a fifteen-day trading period ending on the latest complete
trading date prior to the Conversion date. As of March 31, 2022, and through the
date of this report, the principal balance totaling $103,750.00 is outstanding.

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Going Concern

The accompanying financial statements have been prepared in conformity with
GAAP, assuming the Company will continue as a going concern, which contemplates
the realization of assets and satisfaction of liabilities in the normal course
of business. The Company has sustained losses and experienced negative cash
flows from operations since inception, and for the three months ended March 31,
2022, it had a net loss of approximately $930,082 which was mostly the result of
the amortization of Original issue discount and Selling and Administrative
expenses. The Company used net cash of $119,773 to fund operating activities at
March 31, 2022, had an accumulated deficit of approximately $50,270,000, and a
working capital deficit of approximately $11,602,000. These factors raise
substantial doubt about the Company’s ability to continue as a going concern,
within one year from the issuance date of the financial statements. The Company
has funded their activities to date almost exclusively from equity and debt
financings.

Future Financing

We will require additional funds to implement our growth strategy for our
business. In addition, while we have received capital from various private
placements that have enabled us to fund our operations, these funds have been
largely used to develop our processes, although additional funds are needed for
other corporate operational and working capital purposes. Subsequent to period
end we have received funding of $200,000 from a convertible note entered into in
March 2022. However, not including funds needed for capital expenditures or to
pay down existing debt and trade payables, we anticipate that we will need to
raise an additional $2,500,000 to cover all of our operational expenses over
the next 12 months, not including any capital expenditures needed as part of any
commercial scale-up of our equipment. These funds may be raised through equity
financing, debt financing, or other sources, which may result in further
dilution in the equity ownership of our shares. There can be no assurance that
additional financing will be available to us when needed or, if available, that
such financing can be obtained on commercially reasonable terms. If we are not
able to obtain the additional necessary financing on a timely basis, or if we
are unable to generate significant revenues from operations, we will not be able
to meet our other obligations as they become due, and we will be forced to scale
down or perhaps even cease our operations.

Effects of Inflation

We do not believe that inflation has had a material impact on our business,
revenues or operating results during the periods presented.

Significant Accounting Policies and Estimates

Our significant accounting policies are more fully described in the notes to our
unaudited condensed consolidated financial statements included herein for the
quarter ended March 31, 2022, and in the notes to our consolidated financial
statements included in our Annual Report on Form 10-K for the year ended
December 31, 2021, as filed with the SEC on April 20,2022

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Fair Value Measurement

The fair value measurement guidance clarifies that fair value is an exit price,
representing the amount that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants. As
such, fair value is a market-based measurement that should be determined based
on assumptions that market participants would use in the valuation of an asset
or liability. It establishes a fair value hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). The three levels of the fair value
hierarchy under the fair value measurement guidance are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical assets or liabilities.

Level 2 – Quoted prices in markets that are not active, or inputs that are
observable, either directly or indirectly, for substantially the full term of
the asset or liability; or

Level 3 – Prices or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable (supported by little
or no market activity).

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in
conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at dates of the unaudited condensed consolidated
financial statements and the reported amounts of revenue and expenses during the
periods. Our significant estimates and assumptions include the recoverability
and useful lives of long-lived assets, the fair value of our common stock,
stock-based compensation, warrants issued in connection with notes payable,
derivative liabilities and the valuation allowance related to our deferred tax
assets. Certain of our estimates, including the carrying amount of the
intangible assets, could be affected by external conditions, including those
unique to us and general economic conditions. It is reasonably possible that
these external factors could have an effect on our estimates and could cause
actual results to differ from those estimates.

Derivative Financial Instruments

We account for conversion options embedded in convertible notes payable in
accordance with the Financial Accounting Standards Board (“FASB”) Accounting
Standard Codification (“ASC’) 815, “Derivatives and Hedging”. Subtopic ASC
815-15, Embedded Derivatives generally requires companies to bifurcate
conversion options embedded in the convertible notes from their host instruments
and to account for them as free-standing derivative financial instruments.
Derivative liabilities are recognized in the consolidated balance sheet at fair
value as Derivative Liabilities and based on the criteria specified in FASB ASC
815-40, Derivatives and Hedging – Contracts in Entity’s own Equity. The
estimated fair value of the derivative liabilities is calculated using various
assumptions and such estimates are revalued at each balance sheet date, with
changes recorded to other income or expense as Change in fair value of
derivative liability in the condensed consolidated statement of operations. The
classification of derivative instruments, including whether such instruments
should be recorded as liabilities or equity, is evaluated at the instrument
origination date and reviewed at the end of each event date (i.e. conversions,
payments, etc.) and the measurement period end date for financial reporting, as
applicable.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its
convertible instruments in accordance with accounting standards for “Accounting
for Derivative Instruments and Hedging Activities.”

Accounting standards generally provides three criteria that, if met, require
companies to bifurcate conversion options from their host instruments and
account for them as free-standing derivative financial instruments. These three
criteria include circumstances in which (a) the economic characteristics and
risks of the embedded derivative instrument are not clearly and closely related
to the economic characteristics and risks of the host contract, (b) the hybrid
instrument that embodies both the embedded derivative instrument and the host
contract is not re-measured at fair value under otherwise applicable generally
accepted accounting principles with changes in fair value reported in earnings
as they occur, and (c) a separate instrument with the same terms as the embedded
derivative instrument would be considered a derivative instrument. accounting
standards also provide an exception to this rule when the host instrument is
deemed to be conventional as defined under professional standards as “The
Meaning of Conventional Convertible Debt Instrument.”

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The Company accounts for convertible instruments (when it has determined that
the embedded conversion options should not be bifurcated from their host
instruments) in accordance with professional standards when “Accounting for
Convertible Securities with Beneficial Conversion Features,” as those
professional standards pertain to “Certain Convertible Instruments.”
Accordingly, the Company records, when necessary, discounts to convertible notes
for the intrinsic value of conversion options embedded in debt instruments based
upon the differences between the fair value of the underlying common stock at
the commitment date of the note transaction and the effective conversion price
embedded in the note. Original issue discounts (“OID”) under these arrangements
are amortized over the term of the related debt to their earliest date of
redemption. The Company also records when necessary deemed dividends for the
intrinsic value of conversion options embedded in preferred shares based upon
the differences between the fair value of the underlying common stock at the
commitment date of the note transaction and the effective conversion price
embedded in the note.

ASC 815-40 provides that, among other things, generally, if an event is not
within the entity’s control could or require net cash settlement, then the
contract shall be classified as an asset or a liability.

Income Taxes

Income taxes are accounted for based upon an asset and liability approach.
Accordingly, deferred tax assets and liabilities arise from the difference
between the tax basis of an asset or liability and its reported amount in the
financial statements. Deferred tax amounts are determined using the tax rates
expected to be in effect when the taxes will be paid or refunds received, as
provided under currently enacted tax law. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be
realized. Income tax expense or benefit is the tax payable or refundable,
respectively, for the period plus or minus the change in deferred tax assets and
liabilities during the period.

Accounting guidance requires the recognition of a financial statement benefit of
a tax position only after determining that the relevant tax authority would more
likely than not sustain the position following an audit. For tax positions
meeting the more-likely-than-not threshold, the amount recognized in the
financial statements is the largest benefit that has a greater than fifty
percent likelihood of being realized upon ultimate settlement with the relevant
tax authority. The Company believes its income tax filing positions and
deductions will be sustained upon examination and accordingly, no reserves, or
related accruals for interest and penalties have been recorded at March 31,
2020, and December 31, 2020. The Company recognizes interest and penalties on
unrecognized tax benefits as well as interest received from favorable tax
settlements within income tax expense.

Stock-based Compensation

In accordance with ASC 718, “Compensation – Stock Compensation” the Company
measures the cost of employee services received in exchange for share-based
compensation measured at the grant date fair value of the award.

The Company’s accounting policy for equity instruments issued to advisors,
consultants and vendors in exchange for goods and services follows the
provisions of FASB ASC 505-50. The measurement date for the fair value of the
equity instruments issued is determined at the earlier of (i) the date at which
a commitment for performance by the advisor, consultant or vendor is reached or
(ii) the date at which the advisor, consultant or vendor’s performance is
complete. In the case of equity instruments issued to advisors and consultants,
the fair value of the equity instrument is recognized over the term of the
advisor or consulting agreement. Stock-based compensation related to
non-employees is accounted for based on the fair value of the related stock or
options or the fair value of the services, whichever is more readily
determinable.

New and Recently Adopted Accounting Pronouncements

Any new and recently adopted accounting pronouncements are more fully described
in Note 2 to our unaudited condensed consolidated financial statements herein
for the quarter ended March 31, 2021.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to stockholders.

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