What changed in this filing

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Item 1. Financial Statements

2022-08-10 compared with 2022-05-16 · 485 added, 234 removed, 699 unchanged (51% of the section changed)

13 unchanged sentences

TOTAL NON-CURRENT ASSETS

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable and accrued liabilities

Convertible notes, net of discount $ 0 and $ 35,525 respectively

Convertible notes, net

Notes payable

12 unchanged sentences

Commitments and contingencies

STOCKHOLDERS’ DEFICIT:

Convertible preferred stock - Class D (par value $ 0.01 ;

STOCKHOLDERS’ EQUITY:

Preferred stock - Series A (par value $ 0.01 ;

100 shares authorized;

88,235 issued and outstanding at March 31, 2022 and December 31, 2021, respectively)

Common stock (par value $ 0.0001 ), 20,000,000,000 shares authorized, 5,397,942,946 and 5,197,821,885 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

Treasury stock, 100,000 shares at March 31, 2022 and December 31, 2021

100 and 0 issued and outstanding at June 30, 2022 and December 31, 2021, respectively)

Convertible preferred stock - Series D (par value $ 0.01 ;

shares authorized;

issued and outstanding at June 30, 2022 and December 31, 2021, respectively)

Common stock (par value $ 0.0001 ), 20,000,000,000 shares authorized, 5,594,156,736 and 5,197,821,885 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Treasury stock, 100,000 shares at June 30, 2022 and December 31, 2021

Paid-in capital in excess of par value

1 unchanged sentence

Accumulated other comprehensive income

( 1,241,906 )

Accumulated deficit

1 unchanged sentence

( 11,276,490 )

TOTAL STOCKHOLDERS’ DEFICIT

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

See accompanying notes to consolidated financial

1 unchanged sentence

Consolidated Statements of Operations

For the Three Months Ended

For the Three Months

For the Six Months

Ended June 30,

COST OF GOODS SOLD

4 unchanged sentences

Depreciation and amortization

Debt transaction expenses

TOTAL OPERATING EXPENSES

OPERATING LOSS

NET OPERATING LOSS

( 3,497,451 )

( 8,544,679 )

OTHER INCOME (EXPENSE):

Interest expense

Gain (Loss) on change in fair market value of derivative liabilities

Gain on the forgiveness of debt

Restructuring costs

Change in fair market of derivative liabilities

Gain/(Loss) on convertible notes

Gain on forgiveness of debt

Foreign currency exchange rate variance

TOTAL OTHER INCOME (EXPENSE)

TOTAL INCOME (EXPENSE)

( 1,025,164 )

Net loss attributable to non-controlling interests in variable interest entity and subsidiary

( 4,185,572 )

( 9,569,843 )

Net loss attributable to noncontrolling interests in variable interest entity and subsidiary

Net loss attributable to Company stockholders

$ ( 3,950,847 )

$ ( 185,607 )

$ ( 9,221,437 )

$ ( 237,481 )

LOSS PER SHARE:

4 unchanged sentences

4,599,529,434

5,480,767,991

4,740,200,371

5,385,964,474

4,599,529,434

See accompanying notes to consolidated financial

DARKPULSE, INC.

Consolidated Statements of Comprehensive Loss

For the Three Months Ended

Consolidated Statements of Operations

For the Three Months

For the Six Months

Ended June 30,

$ ( 3,950,847 )

OTHER COMPREHENSIVE LOSS

$ ( 185,607 )

$ ( 9,221,437 )

$ ( 237,481 )

OTHER COMPREHENSIVE GAIN (LOSS)

Unrealized Gain (Loss) on Foreign Exchange

1 unchanged sentence

$ ( 4,688,721 )

$ ( 201,761 )

$ ( 9,441,006 )

$ ( 271,544 )

See accompanying notes to consolidated financial

DARKPULSE, INC.

Consolidated Statement of Stockholders' Deficit

For the Three Months Ended March 31, 2022 and

Preferred Stock

Controlling Interest

Consolidated Statement of Stockholders' Equity

For the Three Months Ended June 30, 2022 and

Preferred Stock, Series A

Preferred Stock, Series D

Balance, December 31, 2021

5,197,821,885

Common stock issued for cash

Foreign currency adjustment

Balance, March 31, 2022

5,397,942,946

Common stock issued for cash

Common stock issued for TerraData acquisition

Stock based compensation

Foreign currency adjustment

Balance, June 30, 2022

5,594,156,736

Controlling Interest in

Accumulated Other Comprehensive

3 unchanged sentences

$ ( 11,276,490 )

Common stock issued for cash

5 unchanged sentences

$ ( 16,660,760 )

Common stock issued for cash

Common stock issued for TerraData acquisition

Stock based compensation

Foreign currency adjustment

( 4,185,572 )

Balance, June 30, 2022

$ ( 1,241,906 )

$ ( 20,846,332 )

Preferred Stock

Controlling Interest in

Accumulated Other Comprehensive

Total Stockholders’

Balance, December 31, 2020

8 unchanged sentences

$ ( 3,752,049 )

Conversion of convertible notes

Stock based loan acquisition cost

Foreign currency adjustment

Balance, June 30, 2021

4,770,327,191

$ ( 6,687,651 )

$ ( 3,577,557 )

See accompanying notes to consolidated financial

1 unchanged sentence

Consolidated Statements of Cash Flows

For the Three Months Ended

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 9,569,843 )

$ ( 237,481 )

Adjustments to reconcile net loss to net cash used by operating activities:

Depreciation and amortization

Loan acquisition costs

Gain on extinguishment of debt

Amortization of loan acquisition costs

Stock based loan acquisition costs

Gain on the extinguishment of debt

Restructuring costs

Operating lease expense

3 unchanged sentences

Accounts receivable

( 2,523,210 )

( 1,017,178 )

Unbilled revenue

Contract liability

Other current assets

Customer deposits

Accounts payable and accrued expenses

( 3,120,422 )

Operating lease liabilities

3 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Capitalized patents

Purchases of property and equipment

Investment in demo box

Net cash used by investing activities

2 unchanged sentences

Proceeds from convertible debentures

Payments on notes payable

Net cash provided by financing activities

1 unchanged sentence

Effect of exchange rate on cash

CASH, beginning of year

CASH, end of year

CASH, beginning of period

CASH, end of period

Non-cash finance and investing activities for the six months ended June 30:

Stock issued for acquisition of TerraData

Stock issued for convertible notes payable and accrued interest

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the three months ended March 31:

Cash paid during the six months ended June 30:

See accompanying notes to consolidated financial

26 unchanged sentences

All adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial

position as of March 31, 2022, and the results of operations for three months and cash flows for the three months ended March 31, 2022

position as of June 30, 2022, and the results of operations for three and six months and cash flows for the six months ended June 30,

2022 have been included.

The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results

to be expected for the full year.

The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of

the results to be expected for the full year.

Description of Business

1 unchanged sentence

(“DPI” or “Company”)

is a technology-security company incorporated in 1989 as Klever Marketing, Inc.

is a technology company incorporated in 1989 as Klever Marketing, Inc.

Its’ wholly-owned subsidiary,

1 unchanged sentence

(“DPTI”), originally started as a technology spinout from the University of New Brunswick, Fredericton,

The Company’s security and monitoring systems will initially be delivered in applications for border security, pipelines,

the oil and gas industry and mine safety.

Current uses of fiber optic distributed sensor technology have been limited to quasi-static,

long-term structural health monitoring due to the time required to obtain the data and its poor precision.

The Company’s patented

BOTDA dark-pulse sensor technology allows for the monitoring of highly dynamic environments due to its greater resolution and accuracy.

The Company’s security and infrastructure monitoring systems have been installed into the Honcut Bridge in Marysville, California

creating the first intelligent bridge.

Additional applications of this technology will include border security, pipelines, the oil and

gas industry, aviation & aerospace and mine safety.

Current uses of fiber optic distributed sensor technology have been limited to

quasi-static, long-term structural health monitoring due to the time required to obtain the data and its poor precision.

The Company’s

patented BOTDA dark-pulse sensor technology allows for the monitoring of highly dynamic environments due to its greater resolution and

The Company’s operating units consist of,

Optilan HoldCo 3 Limited, a company headquartered in Coventry, United Kingdom (“Optilan”) whose focus is in telecommunications,

energy, rail, critical network infrastructure, pipeline integrity systems, renewables and security;

Remote Intelligence, Limited Liability

Company, a company headquartered in Pennsylvania who provides unmanned aerial drone and unmanned ground crawler (UGC) services to a variety

of clients from industrial mapping and ecosystem services, to search and rescue, to pipeline security;

Wildlife Specialists, Limited Liability

Company, a company headquartered in Pennsylvania who provides clients with comprehensive wildlife and environmental assessment, planning,

and monitoring services;

TerraData Unmanned, PLLC, a company headquartered in Florida who custom manufactures NDAA compliant drones and

unmanned ground crawlers to meet the needs of its customers;

and TJM Electronics West, Inc., a company headquartered in Arizona who is

manufacturer and tester of advanced electronics, cables and sub-assemblies specializing in advanced package and complex CCA and

On April 27, 2018, Klever entered into an Agreement

16 unchanged sentences

As shown in the accompanying financial statements,

during the three months ended March 31, 2022, the Company reported a net loss of $ 5,384,270 .

As of March 31, 2022, the Company’s current liabilities exceeded its current assets by $ 7,610,707 .

As of March 31, 2022, the Company had $4,785,797 of cash.

during the six months ended June 30, 2022, the Company reported a net loss of $ 9,569,843 .

As of June 30, 2022, the Company’s current

liabilities exceeded its current assets by $ 8,585,281 .

As of June 30, 2022, the Company had $ 2,512,668 of cash.

The Company will require additional funding during

4 unchanged sentences

The Company is seeking to raise additional capital principally through private placement offerings

and is targeting strategic partners in an effort to finalize the development of its products and begin generating revenues.

of the Company to continue as a going concern is dependent upon the success of future capital offerings or alternative financing arrangements

and is targeting strategic partners in an effort to finalize the development of its products and generate revenues.

The ability of the

Company to continue as a going concern is dependent upon the success of future capital offerings or alternative financing arrangements

or expansion of its operations.

37 unchanged sentences

The relevant translation rates are as follows:

for the three months ended March 31, 2022 closing rate at 1.31524 US$:GBP, average rate at 1.342089 US$:GBP and for the year ended December

31, 2021 closing rate at 1.353583 US$:

GBP, average rate at 1.375671 US$:GBP.

for the periods ended June 30, 2022 closing rate at 1.216007 USD:GBP, average rate at 1.299973 USD:GBP and for the year ended December

31, 2021 closing rate at 1.353583 USD:

GBP, average rate at 1.375671 USD:GBP.

The relevant translation rates are as follows:

for the three months ended March 31, 2022 closing rate at 1.2484 US$:CAD, average rate at 1.2614 US$:CAD and for the year ended December

31, 2021 closing rate at 1.2794 US$:

CAD, average rate at 1.2534 US$:CAD.

for the periods ended June 30, 2022 closing rate at 1.2872 CAD:USD, average rate at 1.2788 CAD:USD and for the year ended December 31,

2021 closing rate at 1.2794 CAD:USD, average rate at 1.2534 CAD:USD.

Long-Lived Assets and Goodwill

92 unchanged sentences

unaudited consolidated balance sheets as current liabilities.

At March 31, 2022 and December 31, 2021, we had contract liabilities of

At June 30, 2022 and December 31, 2021, we had contract liabilities of $ 4,480,912

and $ 3,216,562 , respectively.

53 unchanged sentences

could be required within 12 months after the balance sheet date.

Restructuring Costs

The Company accounts for settlement of

employment contracts and one-time salary expenses, such as severance, as restructuring costs when incurred due to

specific restructuring event.

For the quarter ended June 30, 2022, the Company recognized $501,431 related to the

settlement of employment contracts and severance due to employment changes in our subsidiary, Optilan.

Beneficial Conversion Features

42 unchanged sentences

where the Company has a net loss, all dilutive securities are excluded.

For the three months ended March 31, 2021, there

For the six months ended June 30, 2022, there

were no stock options outstanding.

For the three months ended March 31, 2021, common stock equivalents related to convertible preferred

stock and convertible debt have not been included in the calculation of diluted loss per common share because they are anti-dilutive.

Therefore, basic loss per common share is the same as diluted loss per common share.

There are 1,970,029,676 common shares reserved for

the potential conversion of the Company's convertible debt.

For the six months ended June 30, 2022, common stock equivalents related to convertible preferred stock

and convertible debt have not been included in the calculation of diluted loss per common share because they are anti-dilutive.

basic loss per common share is the same as diluted loss per common share.

There are 28,316,441 common shares reserved for the potential

conversion of the Company's convertible debt.

Recently Issued Accounting Pronouncements

In October 2016, the FASB issued ASU 2016-16,

“ Income Taxes (Topic 740):

Intra-Entity Transfers of Assets Other than Inventory ”, which eliminates the exception that

prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the

asset has been sold to an outside party.

The updated guidance is effective for annual periods beginning after December 15, 2019, including

interim periods within those fiscal years.

Early adoption of the update is permitted.

The adoption of ASU 2016-16 did not have a material

impact on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04 Intangibles-Goodwill

and Other (“ASC 350”):

Simplifying the Accounting for Goodwill Impairment (“ASU 2017-04”).

ASU 2017-04 simplifies

the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test.

In computing the implied fair value of

goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and

liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value

of assets acquired and liabilities assumed in a business combination.

Instead, under ASU 2017-04, an entity should perform its annual

or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.

An entity should recognize

an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value;

however, the loss recognized

should not exceed the total amount of goodwill allocated to that reporting unit.

Additionally, an entity should consider income tax effects

from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.

ASU 2017-04 is effective for annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019.

of ASU 2017-04 did not have a material impact on the consolidated financial statements.

In July 2021, the FASB issued ASU No.

Lessors—Certain Leases with Variable Lease Payments (Topic 842), Which requires a lessor to classify a lease with variable

lease payments that do not depend on an index or rate (hereafter referred to as “variable payments”) as an operating lease

on the commencement date of the lease if specified criteria are met.

ASU 2021-05 is effective for the fiscal year beginning after December

15, 2022, including interim periods within that fiscal year.

The Company expects that there would be no material impact on the Company’s

condensed consolidated financial statements upon the adoption of this ASU.

In November 2021, the FASB issued ASU No.

Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , issued

by the Financial Accounting Standards Board.

This ASU requires entities to recognize and measure contract assets and contract liabilities

acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606).

The update will

generally result in the recognition of contract assets and contract liabilities at amounts consistent with those recorded by the acquiree

immediately before the acquisition date rather than at fair value.

The Company expects that there would be no material impact on the Company’s

condensed consolidated financial statements upon the adoption of this ASU.

Although there are several other new accounting

pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe

any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations.

The Company has reviewed the accounting pronouncements

issued during the six months ended June 30, 2022 and concluded they were either not applicable or not expected to have a material

impact on the Company’s condensed consolidated financial statements.

NOTE 2 – REVENUE

The following table is a summary of the Company’s

timing of revenue recognition for the three months ended March 31, 2022 and 2021:

timing of revenue recognition for the three and six months ended June 30, 2022 and 2021:

Schedule of timing of revenue recognition

Three Months Ended

Six Months Ended

Timing of revenue recognition:

4 unchanged sentences

geographic destination to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Revenue by source consisted of the following for

the three months ended March 31, 2022 and 2021:

Revenue by source consisted of the following

for the three and six months ended June 30, 2022 and 2021:

Schedule of revenue by source consisted

Three Months Ended

Six Months Ended

Revenue by products and services:

1 unchanged sentence

Revenue by geographic destination consisted of

the following for the three months ended March 31, 2022 and 2021:

the following for the three and six months ended June 30, 2022 and 2021:

Schedule of revenue by geographic destination

Three Months Ended

Six Months Ended

Revenue by geography:

7 unchanged sentences

of cash payments received (or unconditional rights to receive cash) in advance of fulfilling performance obligations.

As of March 31,

As of June 30, 2022,

the Company did not have a contract assets balance.

6 unchanged sentences

( 2,517,947 )

Balance at March 31, 2022

Balance at June 30, 2022

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following

as of March 31, 2022 and December 31, 2021:

as of June 30, 2022 and December 31, 2021:

Schedule of accounts receivable

3 unchanged sentences

NOTE 4 – INVENTORY

Inventory consisted of the following as of March

Inventory consisted of the following as of June

30, 2022 and December 31, 2021:

7 unchanged sentences

Property and equipment consisted of the following

as of March 31, 2022 and December 31, 2021:

as of June 30, 2022 and December 31, 2021:

Schedule of property, plant and equipment

4 unchanged sentences

Accounts payable and accrued expenses consisted

of the following as of March 31, 2022 and December 31, 2021:

of the following as of June 30, 2022 and December 31, 2021:

Schedule of accounts payable and accrued liabilities

9 unchanged sentences

The following was included in our balance sheet

as of March 31, 2022:

as of June 30, 2022:

Schedule of operating leases

5 unchanged sentences

The weighted average remaining lease term and

weighted average discount rate at March 31, 2022 were as follows:

weighted average discount rate at June 30, 2022 were as follows:

Schedule of weighted average remaining lease term and weighted average discount rate

10 unchanged sentences

The following table reconciles future minimum

operating lease payments to the discounted lease liability as of March 31, 2022:

operating lease payments to the discounted lease liability as of June 30, 2022:

Schedule of future minimum operating lease payments

4 unchanged sentences

Less current obligations

( 1,963,054 )

Long-term lease obligations

1 unchanged sentence

The following table sets forth the changes in

the carrying amount of goodwill for the three months ended March 31, 2022:

the carrying amount of goodwill for the six months ended June 30, 2022:

Schedule of changes in carrying amount of goodwill

1 unchanged sentence

Exchange rate variation

Balance at March 31, 2022

( 1,030,873 )

Balance at June 30, 2022

Intangible Assets - Intrusion Detection Intellectual

1 unchanged sentence

on disclosure to protect its intellectual property rights.

As of March 31, 2022, the Company held three U.S.

As of June 30, 2022, the Company held three U.S.

and foreign patents on its

14 unchanged sentences

might infringe upon, since these applications are often not publicly available until a patent is issued or published.

For the three months

ended March 31, 2022 and 2021, the Company amortized $ 12,757 and $ 12,757 , respectively.

Future amortization of intangible assets is as

For the six months ended June 30, 2022 and 2021,

the Company amortized $ 25,514 and $ 25,514 , respectively.

Future amortization of intangible assets is as follows:

Schedule of future amortization of intangible assets

16 unchanged sentences

The principal

repayment amounts will be due quarterly over a six-year period in the amount of Canadian Dollars $62,500.

repayment amounts will be due yearly over a six-year period in the amount of Canadian Dollars $62,500.

Based on the exchange rate between

the Canadian Dollar and the U.S.

Dollar on March 31, 2022, the quarterly principal repayment amounts will be US$49,750.

The Debenture

is secured by the Patents assigned by the University to DPTI by an Assignment Agreement on December 16, 2010.

Dollar on June 30, 2022, the quarterly principal repayment amounts will be US$49,750.

The Debenture is

secured by the Patents assigned by the University to DPTI by an Assignment Agreement on December 16, 2010.

DPTI has pledged the Patents,

7 unchanged sentences

The amounts recorded as an

unrealized loss for the three months ended March 31, 2022 and 2021, were $ 29,297 and $ 17,909 respectively.

These amounts are included

in Accumulated Other Comprehensive Loss in the Equity section of the consolidated balance sheet, and as Unrealized Loss on Foreign Exchange

unrealized loss for the three months ended June 30, 2022 and 2021, were $ 29,297 and $ 17,909 respectively.

These amounts are included in

Accumulated Other Comprehensive Loss in the Equity section of the consolidated balance sheet, and as Unrealized Loss on Foreign Exchange

on the consolidated statement of comprehensive loss.

1 unchanged sentence

royalty on sales of any and all products or services which incorporate the Patents for a period of five years from April 24, 2018.

For the three months ended March 31, 2022, and

For the six months ended June 30, 2022, and 2021,

the Company recorded interest expense of $ 24,854 and $ 26,746 , respectively.

As of March 31, 2022 the debenture liability totaled

As of June 30, 2022 the debenture liability totaled

$ 1,165,365 , all of which was long term.

Future minimum required payments over the

next 5 years and thereafter are as follows:

Future minimum required payments over the next 5 years and thereafter

are as follows:

Schedule of future minimum debt payments

Period ending March 31,

Period ending June 30,

2027 and after

5 unchanged sentences

The values of the common stock used were based on the price at the date of

issue of the debt security as of March 31, 2022.

issue of the debt security as of June 30, 2022.

Management determined the expected volatility of 155.72%, a risk-free rate of interest

of 1.63%, and contractual lives of the debt varying from six months to two years.

The table below details the Company's four outstanding

convertible notes, with totals for the face amount, amortization of discount, initial loss, change in the fair market value, and the

derivative liability.

of 2.8%, and contractual lives of the debt of six months.

The table below details the Company's four outstanding convertible notes, with

totals for the face amount, amortization of discount, initial loss, change in the fair market value, and the derivative liability.

Schedule of debt

Transaction expense

$ ( 125,107 )

As of March 31, 2022 and December 31, 2021 respectively,

there was $ 378,263 and $ 931,158 of convertible debt outstanding, net of debt discount of $ 0 , and $ 35,525 .

As of March 31, 2022 and December

31, 2021 respectively, there was derivative liability of $ 533,753 and $ 1,220,880 related to convertible debt securities.

NOTE 10 - STOCKHOLDERS' DEFICIT

31, 2022, there were 5,397,942,946 shares of common stock and 88,235 shares of preferred

stock issued and outstanding.

As of June 30, 2022 and December 31, 2021 respectively,

there was $ 378,263 and of convertible debt outstanding, net of debt

discount of $ 0 .

As of June 30, 2022 and December

31, 2021 respectively, there was a derivative liability of $ 366,597

and $ 533,753 related to convertible debt securities.

NOTE 10 - STOCKHOLDERS' EQUITY

As of June 30, 2022, there were 5,594,156,736

shares of common stock and 88,335 shares of preferred stock issued and outstanding.

Preferred Stock

1 unchanged sentence

of Incorporation, the Company has authorized a total of 2,000,000 shares of preferred stock, par value $ 0.01 per share, for all classes.

As of March 31, 2022, and December 31, 2021, there were 88,235 total preferred shares issued and outstanding for all classes.

During the three months ended March 31, 2022,

the Company issued no shares of preferred stock .

As of June 30, 2022, and December 31, 2021, there were 88,335 and 88,235 , respectively total preferred shares issued and outstanding

for all classes.

On June 22, 2022, the Board of Directors of the

Company approved the filing of an amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”),

in the form of a Certificate of Designation that authorized for issuance of up to 100 shares of a new series of Preferred Stock, par value

$ 0.01 per share, of the Company designated “Series A Super Voting Preferred Stock” and established the rights, preferences

and limitations thereof.

The Board authorized the Series A Preferred Stock pursuant to the authority given to the Board under the Certificate

of Incorporation, which authorizes the issuance of up to 2,000,000 shares of Preferred Stock, par value $ 0.01 per share, and authorizes

the Board, by resolution, to establish any or all of the unissued shares of Preferred Stock, not then allocated to any series into one

or more series and to fix and determine the designation of each such shares, the number of shares which shall constitute such series and

certain preferences, limitations and relative rights of the shares of each series so established.

The holders of the Series A Preferred Stock shall

be entitled to vote, on a pro-rata basis, on all matters subject to a vote or written consent of the holders of the Company’s Common

Stock, and on all such matters, the shares of Series A Preferred Stock shall be entitled to that number of votes equal to the number of

votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such date

of determination, on a fully diluted basis, plus one million (1,000,000) votes, it being the intention that the holders of the

Series A Preferred Stock shall have effective voting control of the Company, on a fully diluted basis.

Unless approved by a majority vote of the holders of Common Stock, the Series A Super Voting Preferred Stock

will terminate five years after the issuance date, which is June 24, 2027.

During the three months ended June 30, 2022, the

Company issued 100 shares of Series A preferred stock.

In accordance with the Company’s bylaws,

the Company has authorized a total of 20,000,000,000 shares of common stock, par value $ 0.0001 per share.

As of March 31, 2022 and December

As of June 30, 2022 and December

31, 2021, there were 5,594,156,736 and 5,197,821,885 common shares issued and outstanding.

During the three months ended March 31, 2022,

the Company issued the following shares of common stock :

During the three months ended June 30, 2022, the

Company issued the following shares of common stock:

On January 12, 2022, the Company issued 23,372,430

12 unchanged sentences

shares of common stock for $ 1,500,000 .

On April 1, 2022, the Company issued 3,725,386

shares of common stock valued at $ 200,000 for the completion of the acquisition of TerraData.

On April 8, 2022, the Company issued 23,746,816

shares of common stock for $ 1,000,000 .

On May 3, 2022, the Company issued 29,522,276

shares of common stock for $ 1,000,000 .

On May 13, 2022, the Company issued 26,100,979

shares of common stock for $ 556,750 .

On May 23, 2022, the Company issued 25,025,540

shares of common stock for $ 556,750 .

On June 1, 2022, the Company issued 25,901,921

shares of common stock for $ 556,750 .

On June 16, 2022, the Company issued 23,799,766

shares of common stock for $ 402,086 .

On June 24, 2022, the Company issued 38,391,106

shares of common stock for $ 643,539 .

Stock Options

During the three months ended March 31, 2022,

the Company did not issue any stock options and had no stock options outstanding at March 31, 2022.

During the three months ended June 30, 2022, the

Company did not issue any stock options and had no stock options outstanding at June 30, 2022.

Public Offerings

On November 9, 2021,

we entered an Equity Financing Agreement (the “ Equity Financing Agreement ”) and Registration Rights Agreement (the

“ GHS Registration Rights Agreement ”) with GHS, pursuant to which GHS agreed to purchase up to $ 30,000,000 in shares

of our Common Stock, from time to time over the course of 24 months (the “ Contract Period ”) after effectiveness of

a registration statement on Form S-1 (the “ Registration Statement ”) of the underlying shares of Common Stock.

The GHS Registration

Rights Agreement provides that we shall (i) use our best efforts to file with the SEC a Registration Statement within 45 days of the date

of the GHS Registration Rights Agreement;

and (ii) have the Registration Statement declared effective by the SEC within 30 days after

the date the GHS Registration Statement is filed with the SEC, but in no event more than 90 days after the GHS Registration Statement

On November 9, 2021, we entered an Equity Financing

Agreement (the “ Equity Financing Agreement ”) and Registration Rights Agreement (the “ GHS Registration Rights

Agreement ”) with GHS, pursuant to which GHS agreed to purchase up to $ 30,000,000 in shares of our Common Stock, from time to

time over the course of 24 months (the “ Contract Period ”) after effectiveness of a registration statement on Form S-1

(the “ Registration Statement ”) of the underlying shares of Common Stock.

The GHS Registration Rights Agreement provides

that we shall (i) use our best efforts to file with the SEC a Registration Statement within 45 days of the date of the GHS Registration

Rights Agreement;

and (ii) have the Registration Statement declared effective by the SEC within 30 days after the date the GHS Registration

Statement is filed with the SEC, but in no event more than 90 days after the GHS Registration Statement is filed.

Pursuant to the Equity Financing Agreement, on

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We used the net proceeds from the Fifth EFA Closing for working capital and for general corporate

Pursuant to the Equity Financing Agreement, on

April 11, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 23,746,816 shares of Common

Stock for total proceeds to us, net of discounts, of $ 1,000,000 , at an effective price of $0.04211091 per share (the “ Sixth EFA

We received approximately $ 898,975 in net proceeds from the Sixth EFA Closing after deducting the fees and other

estimated offering expenses payable by us.

We used the net proceeds from the Sixth EFA Closing for working capital and for general corporate

Pursuant to the Equity Financing Agreement, on

May 3, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 29,522,276 shares of Common

Stock for total proceeds to us, net of discounts, of $ 1,000,000 , at an effective price of $0.03387273 per share (the “ Seventh

EFA Closing ”).

We received approximately $ 898,975 in net proceeds from the Seventh EFA Closing after deducting the fees and

other estimated offering expenses payable by us.

We used the net proceeds from the Seventh EFA Closing for working capital and for general

corporate purposes.

Pursuant to the Equity Financing Agreement, on

May 13, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 26,100,979 shares of Common

Stock for total proceeds to us, net of discounts, of $ 556,750 , at an effective price of $0.0213306 per share (the “ Eighth EFA

We received approximately $ 500,050 in net proceeds from the Eighth EFA Closing after deducting the fees and other

estimated offering expenses payable by us.

We used the net proceeds from the Eighth EFA Closing for working capital and for general corporate

Pursuant to the Equity Financing Agreement, on

May 23, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 25,025,540 shares of Common

Stock for total proceeds to us, net of discounts, of $ 556,750 , at an effective price of $0.0222473 per share (the “ Ninth EFA

We received approximately $ 500,050 in net proceeds from the Ninth EFA Closing after deducting the fees and other

estimated offering expenses payable by us.

We used the net proceeds from the Ninth EFA Closing for working capital and for general corporate

Pursuant to the Equity Financing Agreement, on

June 1, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 25,901,921 shares of Common

Stock for total proceeds to us, net of discounts, of $ 556,750 , at an effective price of $0.02149454 per share (the “ Tenth EFA

We received approximately $ 500,050 in net proceeds from the Tenth EFA Closing after deducting the fees and other

estimated offering expenses payable by us.

We used the net proceeds from the Tenth EFA Closing for working capital and for general corporate

Pursuant to the Equity Financing Agreement, on

June 16, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 23,799,766 shares of Common

Stock for total proceeds to us, net of discounts, of $ 402,086 , at an effective price of $0.018584 per share (the “ Eleventh EFA

We received approximately $ 360,852 in net proceeds from the Eleventh EFA Closing after deducting the fees and other

estimated offering expenses payable by us.

We used the net proceeds from the Eleventh EFA Closing for working capital and for general

corporate purposes.

On May 27, 2022, we entered an Equity Financing

Agreement (the “ EFA ”) and Registration Rights Agreement (the “ RRA ”) with GHS, pursuant to which

GHS agreed to purchase up to $ 70,000,000 in shares of our Common Stock, from time to time over the course of 24 months after effectiveness

of a registration statement on Form S-1 (the “ Registration Statement ”) of the underlying shares of Common Stock.

The RRA provides that we shall (i) use our best

efforts to file with the SEC a Registration Statement within 45 days of the date of the GHS Registration Rights Agreement;

and (ii) have

the Registration Statement declared effective by the SEC within 30 days after the date the GHS Registration Statement is filed with the

SEC, but in no event more than 90 days after the GHS Registration Statement is filed.

Pursuant to the EFA, on June 24, 2022, we and

GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 38,391,106 shares of Common Stock for total proceeds

to us, net of discounts, of $ 643,539 , at an effective price of $0.01978 per share (the “ 1 st EFA Closing ”).

We received approximately $ 578,160 in net proceeds from the 1 st EFA Closing after deducting the fees and other estimated offering

expenses payable by us.

We used the net proceeds from the 1 st EFA Closing for working capital and for general corporate purposes.

NOTE 11 – RELATED PARTY TRANSACTIONS

The Company follows subtopic

850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

The Company follows subtopic 850-10 of the FASB

Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

to Section 850-10-20 the related parties include a) affiliates of the Company;

13 unchanged sentences

be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related

party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business.

However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required

in those statements.

The financial statements shall include disclosures of material related party

transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business.

disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in

those statements.

The disclosures shall include:

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of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

During the three months ended March 31, 2022 and

On June 22, 2022, the Board of Directors of the

Company, with Dennis O’Leary abstaining, approved the Employment Agreement dated effective April 1, 2022 (the “Effective

Date”) with Mr.

O’Leary, the Company’s Chief Executive Officer (the “Agreement”).

The term of the Agreement

is three years from the Effective Date, subject to termination.

The Agreement may be terminated upon the death or disability of Mr.

or for “Cause,” as defined in the Agreement.

Pursuant to the Agreement, Mr.

O’Leary is entitled to an annual salary

of $ 300,000 , which may accrue and be paid once the Company has available funds.

Any accrued and unpaid base salary may also be converted

subject to mutual agreement of the Company and Mr.

Also, pursuant to the Agreement, upon the filing of the Certificate

of Designation with the Delaware Secretary of State, Mr.

O’Leary is to be issued 100 shares of Series A Super Voting Preferred Stock

of the Company.

During the six months ended June 30, 2022 and

2021, the Company’s Chief Executive Officer advanced personal funds in the amount of $ 0 and $ 329 for Company expenses.

30, 2022, the Company’s Chief Executive Officer is owed a total of $ 0 for advanced personal funds.

During the six months ended June 30, 2022

and 2021, certain executives of the Company received $ 180,000

in Directors fees from Optilan for being members of Optilan’s Board of Directors.

NOTE 12 - COMMITMENTS & CONTINGENCIES

4 unchanged sentences

Legal Matters

DarkPulse, Inc.

Twitter, Inc.

As disclosed in greater detail in the Company’s

Form 10-K, filed April 15, 2022, the Company’s investigation of the Investor News matter remains ongoing.

Carebourn Capital, L.P.

1 unchanged sentence

As disclosed in greater detail in the Company’s

Form 10-K, filed April 15, 2022, the Company remains in active litigation with Carebourn Capital, L.P.

Form 10-Q, filed May 16, 2022, the Company remains in active litigation with Carebourn Capital, L.P.

(“Carebourn”).

The remainder of this disclosure will address all material updates since the aforementioned Form 10-K.

On April 11, 2022, the Court held a hearing on

Carebourn’s Motion to Compel DarkPulse.

As of the date hereof, no decision has been rendered on Carebourn’s motion.

14, 2022, the Court granted the Company’s Motion to Enforce the Protective Order, and simultaneously denied Carebourn’s request

for reconsideration of Carebourn’s Motion for Dispositive Relief.

On April 27, 2022, the Court awarded the Company $18,858.18 in

attorneys’ fees from Carebourn in connection with the Court’s April 14, 2022 decision on the Company’s Motion to Compel

Carebourn has been ordered to pay the $18,858.18 on or before July 26, 2022.

the remainder of this communication will address all material updates since the aforementioned Form 10-Q.

On July 11, 2022, the Court denied Carebourn’s

motion to compel DPLS to produce a privilege log.

On July 15, 2022, the Court denied Carebourn’s

motion to disqualify or, in the alternative, seek limited discovery of DPLS’ legal counsel, consisting of the Taft Stettinius &

Hollister LLP and The Basile Law Firm P.C.

On July 27, 2022, Carebourn paid $18,858.18 for

attorneys’ fees awarded pursuant to the Court’s April 14, 2022 decision on the Company’s motion to compel Carebourn.

The Company remains committed to actively litigating

3 unchanged sentences

As disclosed in greater detail in the Company’s

Form 10-K, filed April 15, 2022, the Company remains in active litigation with More Capital, LLC (“ More ”).

The remainder

of this disclosure will address all material updates since the aforementioned Form 10-K.

On April 11, 2014, the Court held a hearing on

the Company’s Motion to Compel More and More’s Motion for Summary Judgment.

As of the date hereof, no decision has been rendered

on either of the aforesaid motions.

Form 10-Q, filed May 16, 2022, the Company remains in active litigation with More Capital, LLC (“More”).

Thus, the remainder

of this communication will address all material updates since the aforementioned Form 10-Q.

On July 11, 2022, the Court denied More’s

motion for summary judgment against the Company and granted DarkPulse’s motion to compel More.

The Court directed More to produce

all responsive documents to certain requests for production served by DarkPulse within seven days thereof.

The Company remains committed to actively litigating

3 unchanged sentences

As disclosed in greater detail in the Company’s

Form 10-K, filed April 15, 2022, the Company remains in active litigation with Stephen Goodman (“ Goodman ”), Mark Banash

(“ Banash ”), and David Singer (“ Singer ”) (Goodman, Banash, and Singer together, the “ Series

D Plaintiffs ”).

As of April 15, 2022, there has been no material updates to this litigation.

Form 10-Q, filed May 16, 2022, the Company remains in active litigation with Stephen Goodman (“Goodman”), Mark Banash (“Banash”),

and David Singer (“Singer”) (Goodman, Banash, and Singer, together, the “Series D Plaintiffs”).

Thus, the remainder

of this communication will address all material updates since the aforementioned Form 10-Q.

As of the date hereof, there are no material updates

to this litigation.

The Company remains committed to actively litigating

4 unchanged sentences

As disclosed in greater detail in the Company’s

Form 10-K, filed April 15, 2022, the Company remains in active litigation with FirstFire Global Opportunities Fund, LLC (“ FirstFire ”),

Form 10-Q, filed May 16, 2022, the Company remains in active litigation with FirstFire Global Opportunities Fund, LLC (“FirstFire”),

and Eli Fireman (“Fireman”) (FirstFire and Fireman together, the “FirstFire Parties”).

The remainder

of this disclosure will address all material updates since the aforementioned Form 10-K.

On May 5, 2022, the Company filed its amended

complaint (“ FirstFire Amended Complaint ”).

Accordingly, the FirstFire Parties’ answer or motion in response to

the FirstFire Amended Complaint is due on or before May 19, 2022.

FirstFire Global Opportunities Fund, LLC v.

DarkPulse, Inc.

Chancery Court)

As disclosed in greater detail in the Company’s

Form 10-K, filed April 15, 2022, there are no material updates to this litigation and the Company maintains its view that the FirstFire

Delaware Chancery matter is fully disclosed.

Absent any future material developments, no further disclosures will be made about the FirstFire

Delaware Chancery matter.

Thus, the remainder of

this communication will address all material updates since the aforementioned Form 10-Q.

On May 26, 2022, the FirstFire Parties filed their

motion to dismiss the Company’s first amended complaint, filed on May 5, 2022, and opening memorandum of law in support thereof.

On June 16, 2022, the Company filed its memorandum

of law in opposition to the FirstFire Parties’ motion to dismiss, and on June 30, 2022, the FirstFire Parties filed their memorandum

of law in reply and further support of their motion to dismiss.

As of the date hereof, the FirstFire Parties’

motion to dismiss is fully submitted to the Court.

On May 26, 2022, the FirstFire Parties requested oral arguments on their motion to

As of the date hereof, oral arguments have not been scheduled and, further, no decision has been rendered on the FirstFire Parties’

motion to dismiss.

The Company remains committed to actively litigating

its claims for relief under the Securities Exchange Act of 1934.

DarkPulse, Inc.

1 unchanged sentence

As disclosed in greater detail in the Company’s

Form 10-K, filed April 15, 2022, the Company remains in active litigation with EMA Financial, LLC (“ EMA ”), EMA Group,

(“ EMA Group ”), and Felicia Preston (“ Preston ”) (EMA, EMA Group, and Preston together, the “ EMA

The remainder of this disclosure will address all material updates since the aforementioned Form 10-K.

On March 28, 2022, the Company filed its first

amended complaint against the EMA Parties (the “ EMA Amended Complaint ”).

On April 22, 2022, the Company and the EMA

Parties entered into a Stipulation, which the Court so ordered on May 3, 2022, and established the EMA Parties were required to file

and serve their answer and/or pre-motion letter for a motion under Rule 12 to the EMA Amended Complaint on or before June 21, 2022.

Form 10-Q, filed May 16, 2022, the Company remains in active litigation with EMA Financial, LLC (“EMA”), EMA Group, Inc.

Group”), and Felicia Preston (“Preston”) (EMA, EMA Group, and Preston together, the “EMA Parties”).

the remainder of this communication will address all material updates since the aforementioned Form 10-Q.

On June 22, 2022, the EMA Parties filed their

motion to dismiss the Company’s first amended complaint, filed on March 28, 2022, and opening memorandum of law in support thereof.

On July 13, 2022, the Company filed its memorandum

of law in opposition to the EMA Parties’ motion to dismiss, and on July 22, 2022, the EMA Parties filed their memorandum of law

in reply and further support of their motion to dismiss.

As of the date hereof, no decision has been on

the EMA Parties’ motion to dismiss.

The Company remains committed to actively litigating

its claims for relief under the Securities Exchange Act of 1934.

its claims for relief under the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Act.

Carebourn Capital et al v.

Standard Registrar

and Transfer et al

On May 20, 2022, Carebourn Capital, L.P.

(“Carebourn”)

and More Capital, LLC (“More”) (Carebourn and More, together, the “MN Noteholders”) commenced an action in the

United States District Court for the District of Utah against (i) Standard Registrar and Transfer Co., Inc.

(“Standard”),

(ii) Amy Merrill (“Merrill”) (Standard and Merrill, together, the “TA Defendants”), (iii) DarkPulse, Inc., (iv)

Dennis O’Leary (“O’Leary”), (v) Thomas Seifert (“Seifert”), (vi) Carl Eckel (“Eckel”),

(vii) Anthony Brown (“Brown”), and (viii) Faisal Farooqui (“Farooqui”) (DarkPulse, O’Leary, Seifert, Eckel,

Brown, and Farooqui, collectively, the “DPLS Defendants”).

The MN Noteholders’ complaint alleges, among

other things, that the TA Defendants and DPLS Defendants conspired together and acted in unison to preclude the MN Noteholders’

from receiving the benefits of the convertible note transactions between Carebourn, More, and DarkPulse.

On July 5, 2022, the TA Defendants filed their

motion to dismiss the MN Noteholders’ complaint.

Pursuant to the local rules of the U.S.

Court for the District of Utah, the

MN Noteholders must reply to the TA Defendants’ motion to dismiss on or before August 2, 2022.

As of the date hereof, the DPLS Defendants have

not been served and, thus, no deadline exists by which the DPLS Defendants must answer or otherwise respond to the MN Noteholders’

The Company intends to vigorously defend itself

against the MN Noteholders’ lawsuit.

DarkPulse, Inc.

Brunson Chandler Jones et

On July 8, 2022, the Company commenced an action

against the law firm of Brunson Chandler & Jones, PLLC and Lance B.

Brunson (“Chandler Defendants”) in the United States

District Court for the District of Utah.

The Company’s claims, consisting of professional

negligence/malpractice and breach of contract, arise from the legal services and relationship between DarkPulse and the Chandler Defendants

and in connection with the merger between DarkPulse, DarkPulse Technologies Inc., and Klever Marketing, Inc.

From time to time, we may become involved in litigation

4 unchanged sentences

financial condition and operating results.

Bayliss Settlement Agreement

The CEO, William Bayliss, of the Company’s

subsidiary, Optilan, was terminated effective April 30, 2022.

Optilan entered into a settlement agreement with Mr.

Bayliss in which he

received £125,000 in lieu of the six months’ salary provided for in Mr.

Bayliss’s employment agreement.

O’Leary Employment Agreement

On June 22, 2022, the Board of Directors of the

“Company, with Dennis O’Leary abstaining, approved the Employment Agreement dated effective April 1, 2022 (the “Effective

Date”) with Mr.

O’Leary, the Company’s Chief Executive Officer (the “Agreement”).

The term of the Agreement

is three years from the Effective Date, subject to termination.

The Agreement may be terminated upon the death or disability of Mr.

or for “Cause,” as defined in the Agreement.

Pursuant to the Agreement, Mr.

O’Leary is entitled to an annual salary

of $ 300,000 , which may accrue and be paid once the Company has available funds.

Any accrued and unpaid base salary may also be converted

subject to mutual agreement of the Company and Mr.

Also, pursuant to the Agreement, upon the filing of the Certificate

of Designation with the Delaware Secretary of State, Mr.

O’Leary is to be issued 100 shares of Series A Super Voting Preferred Stock

of the Company.

NOTE 13 – SUBSEQUENT EVENTS

On April 8, 2022, the Company issued 23,746,816

shares of common stock for $1,000,000.

On May 3, 2022, the Company issued 29,522,276

shares of common stock for $1,000,000.

Pursuant to the EFA, on July 1, 2022, the Company

and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from the Company, 33,525,465 shares of Common Stock

for total proceeds to the Company, net of discounts, of $556,750, at an effective price of $0.019596 per share (the “ 2 nd

EFA Closing ”).

The Company received approximately $500,050 in net proceeds from the 2 nd EFA Closing after deducting

the fees and other estimated offering expenses payable by the Company.

The Company used the net proceeds from the 2 nd EFA Closing

for working capital and for general corporate purposes.

On July 5, 2022, the Company entered into a Joint

Cooperation Contract with Salman International Company, headquartered at 98 Banks Division Al-Waha District, Nasr City, Egypt (the “Salman”).

The purpose of the agreement is for the parties to cooperate jointly, where the Company sells its products through Salman, which is an

authorized distributor of Siemens products.

Pursuant to the agreement, Salman agrees to appoint

the Company as the sole integration provider for MoonLand Resort, located in Hurghada, Egypt, at reasonable market prices.

and Salman agree to jointly market the Company’s and Seimens’ products.

Subject to the early termination provisions in the

agreement, the term of the agreement is for five years;

provided that the agreement is implemented within three months from the date of

Pursuant to the EFA, on July 11, 2022, the Company

and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from the Company, 32,756,532 shares of Common Stock

for total proceeds to the Company, net of discounts, of $556,750, at an effective price of $0.01699661 per share (the “ 3 rd

EFA Closing ”).

The Company received approximately $550,050 in net proceeds from the 3 rd EFA Closing after deducting

the fees and other estimated offering expenses payable by the Company.

The Company used the net proceeds from the 3 rd EFA Closing

for working capital and for general corporate purposes.

On July 13, 2022, the Company issued a press release

which announced it has signed an LOI for the acquisition of Om Optel Industries Pvt.

a fiber optic cable and HDPE pipe manufacturer based in India.

Pursuant to the EFA, on July 20, 2022, the Company

and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from the Company, 29,386,519 shares of Common Stock

for total proceeds to the Company, net of discounts, of $556,750, at an effective price of $0.01894558 per share (the “ 4 th

EFA Closing ”).

The Company received approximately $550,050 in net proceeds from the 4 th EFA Closing after deducting

the fees and other estimated offering expenses payable by the Company.

The Company used the net proceeds from the 4 th EFA Closing

for working capital and for general corporate purposes.

Pursuant to the EFA, on July 28, 2022, the Company

and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from the Company, 35,884,040 shares of Common Stock

for total proceeds to the Company, net of discounts, of $556,750, at an effective price of $0.018308 per share (the “ 5 th

EFA Closing ”).

The Company received approximately $500,050 in net proceeds from the 5 th EFA Closing after

deducting the fees and other estimated offering expenses payable by the Company.

the Company used the net proceeds from the 5 th

EFA Closing for working capital and for general corporate purposes.

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 1. Financial Statements