What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2021-08-16 compared with 2021-05-17 · 71 added, 35 removed, 14 unchanged (88% of the section changed)

1 unchanged sentence

and Use of Proceeds

On January 4, 2021, we entered into a securities

purchase agreement with Geneva Roth Remark Holdings, Inc.

Geneva ”) issuing to Geneva a convertible promissory note

in the aggregate principal amount of $42,350 with a $3,850 original issue discount and $3,500 in transactional expenses due to Geneva

and its counsel.

The note bears interest at 8% per annum and may be converted into common shares of our common stock at a conversion price

equal to 70% of the lowest trading price of our common stock during the 20 prior trading days.

We received $35,000 net cash.

On February 3, 2021, we entered into a securities

purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $94,200 with a $15,700

original issue discount and $3,500 in transactional expenses due to Geneva and its counsel.

The note bears interest at 4.5% per annum

and may be converted into common shares of our common stock at a conversion price equal to 81% of the lowest two trading prices of our

common stock during the 10 prior trading days.

We received $75,000 net cash.

On February 18, 2021, we entered into a securities

Convertible Promissory Notes

On April 5, 2021, we entered into a securities

purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $64,200 with a $10,700

4 unchanged sentences

We received $50,000 net cash.

These notes were issued without registration under

the Securities Act of 1933, as amended, by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof,

and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering.

No selling commissions were paid

in connection with the issuances if these notes and no general solicitation was used.

On April 26, 2021, we entered the SPA and Registration

Rights Agreement with FirstFire, pursuant to which we issued to FirstFire the FirstFire Note.

The purchase price of the FirstFire Note

The FirstFire Note matures on January 26, 2022 upon which time all accrued and unpaid interest will be due and payable.

accrues on the FirstFire Note at 10% per annum guaranteed until the FirstFire Note becomes due and payable, whether at maturity or upon

acceleration or by prepayment or otherwise.

The FirstFire Note is convertible at any time after 180 days from issuance, upon the election

of the FirstFire, into shares of our Common Stock at $0.015 per share.

The FirstFire Note is subject to various “Events of Default,”

which are disclosed in the FirstFire Note.

Upon the occurrence of an “Event of Default,” the conversion price will become

In the event of a DTC “chill” on our shares, an additional discount of 10% will apply to the conversion price while

the “chill” is in effect.

Upon the issuance of the FirstFire Note, we have initially agreed to reserve 550,000,000 shares

of Common Stock.

In addition, on April 30, 2021, we issued to FirstFire

60,000,000 shares of common stock valued at $1,122,000 as compensation for loan acquisition costs.

On June 3, 2021, we entered into a Settlement

and Mutual Release Agreement with Auctus Fund, LLC (the “Auctus”).

Pursuant to the Agreement, Auctus agreed to convert the

Promissory Note issued on September 25, 2018 in the principal amount of $100,000 into 12,500,000 shares of our Common Stock as consideration

for full and complete satisfaction of and settlement of the note, which also terminated all obligations owing under both the note and

the corresponding Securities Purchase Agreement dated September 25, 2018.

Auctus also agreed to limit the resales of the shares in the

public market to no more than 2,500,000 shares per calendar week until all of the shares have been sold.

These securities were issued without registration

under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule

506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering.

No selling commissions were paid in connection

with the issuances of these securities.

Convertible Promissory Note Conversions

On April 15, 2021, we issued an aggregate of

8,065,040 shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $47,850 and

interest of $2,153.

On June 4, 2021, we issued an aggregate of 12,500,000

shares of common stock upon the conversion of convertible debt, as issued on September 25, 2018, in the amount of $76,657 and interest

The securities were issued without registration under the Securities

Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder,

as a transaction by an issuer not involving any public offering.

No selling commissions were paid in connection with the issuance of the

Title of Document

Finder's Fee Agreement dated January 8, 2021 with J.H.

Darbie & Co., Inc.

Consulting Agreement effective December 23, 2020 with Kenneth Brooks Davidson

Convertible Promissory Note Issued as of April 26, 2021 to FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

Securities Purchase Agreement dated as of April 26, 2021 with FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

Registration Rights Agreement dated April 26, 2021 to FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

Heads of Terms with Remote Intelligence LLC and Unleash Live, Inc.

dated May 10, 2021

Consulting Agreement with Dr.

Joseph Catalino Jr.

dated May 17, 2021

Settlement and Mutual Release Agreement with Auctus Fund, LLC dated June 3, 2021

Letter of Intent with Remote Intelligence, Limited Liability Company dated June 8, 2021

Letter of Intent with Wildlife Specialists, LLC dated June 8, 2021

Teaming Agreement with Crae-Con Construction Inc.

dated June 22, 2021

Teaming Agreement with SurSafe LLC dated June 24, 2021

Letter of Intent with TerraData Unmanned, PLLC dated June 25, 2021

Rule 13a-14(a) Certification by Principal Executive and Financial Officer

Section 1350 Certification of Principal Executive and Financial Officer

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

*Filed with this Report.

**Furnished with this Report.

Pursuant to the requirements of the Securities

1 unchanged sentence

DarkPulse, Inc.

By /s/ Dennis M.

O’Leary

Chief Executive Officer and Chief Financial Officer

(Principal Executive, Financial and Accounting Officer)

August 16, 2021

/s/ Dennis O’Leary

Dennis O’Leary, Chairman, Chief Executive Officer, President, Chief Financial Officer

(Principal Executive Officer and Principal

Financial Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities