What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-15 compared with 2023-09-22 · 397 added, 353 removed, 929 unchanged (45% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CURRENT ASSETS:

3 unchanged sentences

Due from related party

Prepaid expenses and other current assets

Prepaid expenses and other current

TOTAL CURRENT ASSETS

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Secured debenture

Operating lease liabilities - non-current

Operating lease liabilities -

TOTAL NON-CURRENT LIABILITIES

2 unchanged sentences

STOCKHOLDERS' DEFICIT:

Series A Super Voting preferred stock - par value $ 0.01 ;

100 shares designated, 100 shares issued and outstanding at both June 30, 2023 and December 31, 2022

Convertible preferred stock - Series D, par value $ 0.01 , 100,000 shares designated, 88,235 shares issued and outstanding as of both June 30, 2023 and December 31, 2022

Series A Super Voting preferred

stock - par value $ 0.01 ;

100 shares designated, 100 shares issued and outstanding at both September 30, 2023 and December 31, 2022

Convertible preferred stock - Series

D, par value $ 0.01 , 100,000 shares designated, 88,235 shares issued and outstanding as of both September 30, 2023 and December 31,

Common stock, par value $ 0.0001 ,

20,000,000,000 shares authorized, 7,459,909,231

and 6,427,495,360 shares issued as of June

30, 2023 and December 31, 2022, respectively

Treasury stock at cost, 100,000 shares at June 30, 2023 and December 31, 2022

20,000,000,000 shares authorized, 7,639,945,289 and 6,427,395,360 shares issued as of September 30, 2023 and December 31, 2022, respectively

Treasury stock at cost, 100,000

shares at September 30, 2023 and December 31, 2022

Additional paid-in capital

8 unchanged sentences

( 15,302,738 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

TOTAL LIABILITIES AND STOCKHOLDERS'

See the accompanying

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

COST OF REVENUES

GROSS PROFIT (LOSS)

( 4,373,771 )

( 4,234,872 )

OPERATING EXPENSES:

10 unchanged sentences

( 18,246,928 )

( 8,544,679 )

OTHER INCOME (EXPENSE):

2 unchanged sentences

( 1,642,795 )

Change in fair market of derivative liabilities

8 unchanged sentences

( 18,375,506 )

( 4,185,572 )

( 18,917,360 )

( 9,569,843 )

Net loss attributable to non-controlling interests

14 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

$ ( 998,576 )

4 unchanged sentences

Foreign currency translation

( 2,694,033 )

( 2,913,602 )

COMPREHENSIVE LOSS

6 unchanged sentences

CONDSENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'

FOR THE THREE MONTHS ENDED JUNE 30, 2023

Preferred stock

FOR THE THREE MONTHS ENDED September 30, 2023

Balance at December 31, 2021

3 unchanged sentences

Foreign currency adjustment

Balance at March 31, 2022

Balance at March 31, 2022 (unaudited)

5,397,942,951

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5,594,116,746

Common stock issued for cash

Stock based compensation

Foreign currency adjustment

Balance at September 30, 2022 (unaudited)

6,145,812,186

Balance at December 31, 2022

3 unchanged sentences

Foreign currency adjustment

Balance at March 31, 2023

Balance at March 31, 2023 (unaudited)

7,256,066,860

Common stock issued for cash

Effect of deconsolidation of Optilan UK

Foreign currency adjustment

Balance at June 30, 2023

Balance at June 30, 2023 (unaudited)

7,459,909,231

Treasury stock

Additional paid-in

Common stock issued for cash, net of fees

Foreign currency adjustment

Balance at September 30, 2023 (unaudited)

7,639,945,289

Non-controlling

Accumulated other comprehensive

Total stockholders’ deficit

other comprehensive

stockholders’ deficit

Balance at December 31, 2021

6 unchanged sentences

( 5,384,270 )

Balance at March 31, 2022

Balance at March 31, 2022 (unaudited)

$ ( 504,032 )

9 unchanged sentences

$ ( 20,846,332 )

Common stock issued for cash

Stock based compensation

Foreign currency adjustment

( 1,956,159 )

( 8,805,668 )

Balance at September 30, 2022 (unaudited)

$ ( 3,198,065 )

$ ( 29,652,000 )

Balance at December 31, 2022

7 unchanged sentences

( 14,799,264 )

Balance at March 31, 2023

Balance at March 31, 2023 (unaudited)

$ ( 1,600,247 )

2 unchanged sentences

Common stock issued for cash

Effect of deconsolidation of Optilan UK

Foreign currency adjustment

1 unchanged sentence

( 4,118,100 )

Balance at June 30, 2023

Balance at June 30, 2023 (unaudited)

$ ( 1,995,755 )

1 unchanged sentence

$ ( 15,488,659 )

Common stock issued for cash, net of fees

Foreign currency adjustment

Balance at September 30, 2023 (unaudited)

$ ( 1,253,370 )

$ ( 65,649,298 )

$ ( 15,302,738 )

See the accompanying

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

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Proceeds from sale of common stock, net of fees

Proceeds from convertible notes

Net repayments of loan payable

3 unchanged sentences

Effect of exchange rate on cash

( 1,434,126 )

Cash at beginning of period

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due to its greater resolution and accuracy.

The Company’s subsidiaries consist of Optilan

The Company’s subsidiaries consisted of Optilan

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

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liabilities for any obligations not repaid.

The Company expects the remaining assets held by Optilan (UK) Limited to be fully impaired

and reported as Loss on Deconsolidation during the second quarter of 2023 as a result of the winding-up order for liquidation.

time of this filing the Company is still evaluating the full effects of the winding-up order for liquidation and the material adverse

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As a result of the impairment, the Company had a carrying value of $ 0 pertaining to goodwill and intangible

assets as of June 30, 2023.

Quarter Ended June 30 Accounting Analysis

assets as of September 30, 2023.

Quarter Ended September 30 Accounting Analysis

Optilan (UK) Limited became subject to the control

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in accordance with ASC 810-10-40-5.

In addition, ASC 810-10-40-3A states when a parent

deconsolidates a subsidiary or derecognizes a group of assets, the parent no longer controls the subsidiary's assets and liabilities or

the group of assets.

The parent therefore shall derecognize the assets, liabilities, and equity components related to that subsidiary

or group of assets.

The equity components will include any noncontrolling interest as well as amounts previously recognized in accumulated

other comprehensive income.

If the subsidiary or group of assets being deconsolidated or derecognized is a foreign entity (or represents

the complete or substantially complete liquidation of the foreign entity in which it resides), then the amount of accumulated other comprehensive

income that is reclassified and included in the calculation of gain or loss shall include any foreign currency translation adjustment

related to that foreign entity.

In addition, ASC 810-10-40-3A states when a

parent deconsolidates a subsidiary or derecognizes a group of assets, the parent no longer controls the subsidiary's assets and

liabilities or the group of assets.

The parent therefore shall derecognize the assets, liabilities, and equity components related to

that subsidiary or group of assets.

The equity components will include any noncontrolling interest as well as amounts previously

recognized in accumulated other comprehensive income.

If the subsidiary or group of assets being deconsolidated or derecognized is a

foreign entity (or represents the complete or substantially complete liquidation of the foreign entity in which it resides), then

the amount of accumulated other comprehensive income that is reclassified and included in the calculation of gain or loss shall

include any foreign currency translation adjustment related to that foreign entity.

Upon the liquidation, on June 28, 2023, the Company

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All adjustments (consisting of normal recurring items) necessary to present

fairly the Company’s financial position as of June 30, 2023, and the results of operations for six months and cash flows for the

six months ended June 30, 2023 and 2022 have been included.

fairly the Company’s financial position as of September 30, 2023, and the results of operations for nine months and cash flows for

the nine months ended September 30, 2023 and 2022 have been included.

evaluates its relationships with other entities to identify whether they are variable interest entities (“VIE”) as

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810, Consolidation (“ASC 810”), and to assess whether it is the primary beneficiary of such entities.

If the determination is made that the Company is the primary beneficiary, then that entity is consolidated.

determination is made that the Company is the primary beneficiary, then that entity is consolidated.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated

balance sheet as of June 30,2023, the unaudited condensed consolidated statements of operations for the three and six months ended June

30, 2023 and 2022 and of cash flows for the six months ended June 30, 2023 and 2022 have been prepared by the Company, pursuant to the

rules and regulations of the SEC for the interim financial statements.

Certain information and footnote disclosures normally included

in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations.

Company believes that the disclosures are adequate to make the information presented not misleading.

balance sheet as of September 30,2023, the unaudited condensed consolidated statements of operations for the three and nine months ended

September 30, 2023 and 2022 and of cash flows for the nine months ended September 30, 2023 and 2022 have been prepared by the Company,

pursuant to the rules and regulations of the SEC for the interim financial statements.

Certain information and footnote disclosures normally

included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations.

the Company believes that the disclosures are adequate to make the information presented not misleading.

The unaudited interim consolidated

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Actual results could differ from those

considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents.

The Company places

its cash with high credit quality financial institutions.

The Company’s account at this institution is insured by the Federal Deposit

Insurance Corporation (“FDIC”) up to $250,000.

To reduce its risk associated with the failure of such a financial institution,

the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

The Company considers all highly liquid investments

with a maturity of three months or less when acquired to be cash equivalents.

The Company places its cash with high credit quality financial

institutions.

The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”)

up to $250,000.

To reduce its risk associated with the failure of such a financial institution, the Company evaluates at least annually

the rating of the financial institution in which it holds deposits.

Accounts Receivable

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but not expected to be collected within one year.

Each month, the Company reviews its

receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known

or perceived collection issues.

Any balances that are eventually deemed uncollectible are written off against the allowance after

all means of collection have been exhausted and the potential for recovery is considered remote.

As of both June 30, 2023 and

December 31, 2022, the Company determined that the allowance for doubtful accounts was $ 0

and $ 3,320,983 ,

respectively.

The allowance pertaining to Optilan UK was derecognized upon the Optilan Liquidation.

Also, the Company adopted ASU 2016-13 in January 2023 and the adoption did not have

a material impact on the Company’s condensed consolidated financial statements and related disclosures for the period ended September

Each month, the Company reviews its receivables

on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived

collection issues.

Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection

have been exhausted and the potential for recovery is considered remote.

As of both September 30, 2023 and December 31, 2022, the Company

determined that the allowance for doubtful accounts was $ 0 and $ 3,320,983 , respectively.

The allowance pertaining to Optilan UK was derecognized

upon the Optilan Liquidation.

Accounts receivable includes retainage amounts

1 unchanged sentence

we reach certain construction milestones or complete the project.

As of June 30, 2023 and December 31, 2022, retainage receivable was

$ 0 and $ 824,777 , respectively.

As of September 30, 2023 and December 31, 2022, retainage receivable

was $ 0 and $ 824,777 , respectively.

The retainage pertaining to Optilan UK was derecognized upon the Optilan Liquidation.

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The relevant translation rates are as follows:

for the six months ended June 30, 2023 closing rate at 1 , average rate at 1.232546 US$:

for the nine months ended September 30, 2023 closing rate at 1.2197 , average rate at 1.2384 US$:

GBP, and closing rate at 1.3586 US$:CAD.

The relevant translation rates are as follows:

for the six months ended June 30, 2022 closing rate at 1.216007 US$:GBP, average rate at 1.299973 US$:GBP, and closing rate at 1.2872

for the nine months ended September 30, 2022 closing rate at 1.113030 US$:GBP, average rate at 1.259161 US$:GBP, and closing rate at 1.3751

Long-Lived Assets and Goodwill

The Company accounts for long-lived assets

in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived

This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount may not be recoverable.

Recoverability of assets to be held and used is measured by

a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.

carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the

carrying amount of the asset exceeds the fair value of the asset.

in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets.

accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate

that the carrying amount may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the

carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.

If the carrying amount of

an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of

the asset exceeds the fair value of the asset.

Indefinite-lived intangible assets established

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fair value, an impairment loss is recognized in an amount equal to that excess.

The Company accounts for goodwill and

intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other .

Goodwill represents the excess of the

purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed.

ASC 350 requires that

goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or

circumstances indicate that the fair value of an asset has decreased below its carrying value.

This guidance simplifies the

accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price

The quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a

reporting unit and its fair value, but not to exceed the carrying amount of goodwill.

It is our practice, at a minimum, to perform a

qualitative or quantitative goodwill impairment test in the fourth quarter every year.

The Company has one reporting unit it

evaluates during its impairment test.

The Company accounts for goodwill and intangible

assets in accordance with ASC 350, Intangibles – Goodwill and Other .

Goodwill represents the excess of the purchase price

of an entity over the estimated fair value of the assets acquired and liabilities assumed.

ASC 350 requires that goodwill and other intangibles

with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value

of an asset has decreased below its carrying value.

This guidance simplifies the accounting for goodwill impairment by removing Step 2

of the goodwill impairment test, which requires a hypothetical purchase price allocation.

The quantitative impairment test calculates

any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying

amount of goodwill.

It is our practice, at a minimum, to perform a qualitative or quantitative goodwill impairment test in the fourth

quarter every year.

The Company has one reporting unit it evaluates during its impairment test.

As a result of the Optilan Liquidation as described

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reporting unit may not be recoverable.

The qualitative assessment was primarily due to the customer contracts held

by Optilan (UK) Limited and the associated revenue projections by the UK subsidiary that is subject to the potential

As such, the Company compared the fair value of the reporting unit to the carrying amounts and recorded an impairment loss

of $ 6,925,137 pertaining to impairment and goodwill in the consolidated statements of operations.

The Company recorded impairment of the

indefinite-lived intangible asset of $ 356,260 , and impairment of goodwill of $ 6,568,877 .

The Company has one reporting unit which was

evaluated in the impairment test noted above.

As a result of the impairment, the Company had a carrying value of $ 0 pertaining to goodwill

and intangible assets as of June 30, 2023.

The qualitative assessment was primarily due to the customer contracts held by Optilan (UK) Limited

and the associated revenue projections by the UK subsidiary that is subject to the potential winding up.

As such, the Company compared

the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $ 6,925,137 pertaining to impairment and

goodwill in the consolidated statements of operations.

The Company recorded impairment of the indefinite-lived intangible asset of $ 356,260 ,

and impairment of goodwill of $ 6,568,877 .

The Company has one reporting unit which was evaluated in the impairment test noted above.

a result of the impairment, the Company had a carrying value of $ 0 pertaining to goodwill and intangible assets as of September 30, 2023.

Property and Equipment

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Fair Value of Financial Instruments

The Company measures its financial assets

and liabilities in accordance with the requirements of FASB ASC 820, Fair Value Measurements and Disclosures.

As defined in

FASB ASC 820, the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date (exit price).

The Company utilized the market data of similar

entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions

about risk and the risks inherent in the inputs to the valuation technique.

These inputs can be readily observable, market

corroborated, or generally unobservable.

The Company classifies fair value balances based on the observability of those inputs.

ASC 820 established a fair value hierarchy that prioritizes the inputs 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 measurement) and the lowest

priority to unobservable inputs (level 3 measurement) as follows:

The Company measures its financial assets and

liabilities in accordance with the requirements of FASB ASC 820, Fair Value Measurements and Disclosures.

As defined in FASB ASC

820, the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date (exit price).

The Company utilized the market data of similar entities in its industry or

assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent

in the inputs to the valuation technique.

These inputs can be readily observable, market corroborated, or generally unobservable.

Company classifies fair value balances based on the observability of those inputs.

FASB ASC 820 established a fair value hierarchy that

prioritizes the inputs 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 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:

Level 1 – Quoted prices are available in

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via its subsidiaries TerraData, Remote Intelligence and Wildlife Specialists.

During the six months ended June 30, 2023 and

2022, the Company recorded a loss of $ 810,693 and $ 348,406 , respectively, attributable to non-controlling interests.

During the nine months ended September 30, 2023

and 2022, the Company recorded a loss of $ 821,977 and $ 255,835 , respectively, attributable to non-controlling interests.

Comprehensive Loss

Comprehensive loss includes net loss well as other

changes in stockholders’ equity that result from transactions and economic events other than those with stockholders.

six months ended June 30, 2023 and 2022, the Company’s only element of other comprehensive loss was foreign currency translation.

Comprehensive loss includes net loss as well as

other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders.

the nine months ended September 30, 2023 and 2022, the Company’s only element of other comprehensive loss was foreign currency translation.

Loss Per Common Share

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Potentially dilutive items outstanding as of

June 30, 2023 and 2022 are as follows:

September 30, 2023 and 2022 are as follows:

Schedule of antidilutive shares

September 30,

Convertible notes

30 unchanged sentences

3 – LIQUIDITY AND GOING CONCERN

generated net losses of $ 18,917,360 and $ 9,569,843 during the six months ended June 30,

generated net losses of $ 19,915,940 and $ 18,375,506 during the nine months ended September

30, 2023 and 2022, respectively, and net cash used in operating activities of $ 4,066,096 and $ 19,456,701 , respectively.

As of June 30,

As of September

30, 2023, the Company’s current liabilities exceeded its current assets by $ 18,527,365 and has an accumulated deficit of $ 65,649,298 .

As of June 30, 2023, the Company had $ 48,573 of cash.

Lastly, the Optilan Liquidation

no longer raises serious concerns about the viability of the Optilan (UK) Limited entity.

Optilan (UK) Limited and its subsidiaries are

not controlled by DarkPulse, Inc.

As of September 30, 2023, the Company had $ 64,892 of cash.

Lastly, the Optilan Liquidation no longer raises serious concerns about the

viability of the Optilan (UK) Limited entity.

Optilan (UK) Limited and its subsidiaries are not controlled by DarkPulse, Inc.

will require additional funding during the next twelve months to finance the growth of its current operations and achieve its strategic

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However, management cannot make any assurances that such financing will be secured.

following table is a summary of the Company’s timing of revenue recognition for the three and six months ended June 30, 2023 and 2022:

The following

table is a summary of the Company’s timing of revenue recognition for the three and nine months ended September 30, 2023 and 2022:

Schedule of timing of revenue recognition

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Services and products transferred at a point in time

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flows are affected by economic factors.

by source consisted of the following for the three and six months ended June 30, 2023 and 2022:

by source consisted of the following for the three and nine months ended September 30, 2023 and 2022:

Schedule of revenue by source

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Total revenue

by geographic destination consisted of the following for the three and six months ended June 30, 2023 and 2022:

by geographic destination consisted of the following for the three and nine months ended September 30, 2023 and 2022:

Schedule of revenue by geographic destination

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

North America

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represents costs and estimated earnings in excess of billings, which arise when revenue has been recorded but the amount has not been

As of June 30, 2023, contract assets were $ 0 upon derecognized pursuant to the Optilan Liquidation.

Contract liabilities on June 30, 2023 are $0 upon the deconsolidation

As of September 30, 2023, contract assets were $0 upon derecognized pursuant to the Optilan Liquidation.

Contract liabilities on September 30, 2023 are $0 upon the deconsolidation

related to the Optilan liquidation.

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NOTE 5 – ACCOUNTS RECEIVABLE

receivable consisted of the following as of June 30, 2023 and December 31, 2022:

receivable consisted of the following as of September 30, 2023 and December 31, 2022:

Schedule of accounts receivable

September 30,

Accounts receivable

3 unchanged sentences

NOTE 6 – PROPERTY AND EQUIPMENT

and equipment consisted of the following as of June 30, 2023 and December 31, 2022 :

Schedule of property, plant and equipment

and equipment consisted of the following as of September 30, 2023 and December 31, 2022 :

Schedule of property and equipment

September 30,

Property and equipment

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7 – GOODWILL AND OTHER INTANGIBLE ASSETS

following is a summary of activity of goodwill for the six months ended June 30, 2023:

following is a summary of activity of goodwill for the nine months ended September 30, 2023:

Schedule of changes in carrying amount of goodwill

3 unchanged sentences

Foreign exchange translation

Balances at June 30, 2023

Balances at September 30, 2023

Intangible Assets,

On January 1, 2023,

the Company revised the estimated useful life of the trade name intangible asset from 25 years to 10 years.

Amortization expense for

the six months ended June 30, 2023 and 2022 was $ 34,063 and $ 25,514 , respectively.

On January 1, 2023, the

Company revised the estimated useful life of the trade name intangible asset from 25 years to 10 years.

Amortization expense for the nine

months ended September 30, 2023 and 2022 was $ 34,225 and $ 38,271 , respectively.

During the three months

ended March 31, 2023, the Company recorded impairment of the trade name of $ 356,260 .

At June 30, 2023 and December 31, 2022, the carrying

value of the intangible assets was $ 0 and $ 390,330 , respectively.

At September 30, 2023 and December 31, 2022, the

carrying value of the intangible assets was $ 0 and $ 390,330 , respectively.

Patents - Intrusion

2 unchanged sentences

Schedule of patents

September 30,

accumulated amortization

the six months ended June 30, 2023 and 2022, the Company amortized $ 25,514 and $ 25,514 , respectively.

the nine months ended September 30, 2023 and 2022, the Company amortized $ 38,271 and $ 38,271 , respectively.

8 – JOINT VENTURE

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investment under ASC 323-10-30-2.

During the six months ended June 30, 2023, the

Company contributed $ 113,124 to the joint venture and recorded a loss on the equity investment of $ 139,084 .

During the nine months ended September 30, 2023,

the Company contributed $ 113,124 to the joint venture and recorded a loss on the equity investment of $ 159,849 .

9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and

accrued expenses consisted of the following as of June 30, 2023 and December 31, 2022:

accrued expenses consisted of the following as of September 30, 2023 and December 31, 2022:

Schedule of accounts payable and accrued expenses

September 30,

Accounts payable

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Total accounts payable and accrued expenses

both June 30, 2023 and December 31, 2022, there was $ 324,866 and

convertible debt outstanding and a derivative liability of $ 236,736 and

30, 2023, all outstanding convertible debt is default.

July 14, 2021, the Company entered a Securities Purchase Agreement (the “ GS SPA ”) with GS Capital Partners, LLC

pursuant to which the Company issued to the Lender a 6% Redeemable Note in the principal amount of $ 2,000,000

(the “ GS Note ”).

The purchase price of the GS Note is $1,980,000.

The GS Note matures on July

14, 2022 upon which time all accrued and unpaid interest will be due and payable.

Interest accrues on the GS Note at 6 %

per annum until the GS Note becomes due and payable.

The GS Note is subject to various “Events of Default,” which are

disclosed in the GS Note.

Upon the occurrence of an “Event of Default,” the interest rate on the GS Note will be 18%.

The GS Note is not convertible into shares of the Company’s Common Stock and is not dilutive to existing or future

shareholders and the Company used a portion of the proceeds of the GS Note to retire convertible debt.

As of June 30, 2023 and

As of September

30, 2023 and December 31, 2022, there was $ 334,491 and $ 378,263 of convertible debt outstanding.

September 30, 2023 and December 31, 2022 there was a derivative liability of $ 597,318

and $ 306,467 .

The Company uses the

Black-Scholes Model to calculate the derivative value of its convertible debt.

The valuation result generated by this pricing model

is necessarily driven by the value of the underlying common stock incorporated into the model.

The values of the common stock used

were based on the price at the date of issue of the debt security as of September 30, 2023.

Management determined the expected

volatility of 130.58% to 170.54%, a risk-free rate of interest of 5.46% to 5.53%, and contractual lives of the debt of three months (with

exception for the August 2023 notes, which has contractual lives of the debt of one year).

7, 2023, the Company entered into a convertible note for a principal of $ 57,750 .

The note bears interest at a rate of 10 % per annum and

matures after one year.

Following 180 days from the note, the noteholder may convert at a discount of 39 %.

The Company has reserved a

sufficient number of shares of common stock for issuance upon full conversion of the note in accordance with the terms.

29, 2023, the Company entered into a convertible note for a principal of $ 57,750 , which was funded on October 4, 2023.

The note bears

interest at a rate of 10% per annum and matures after one year.

Following 180 days from the note, the noteholder may convert at a discount

The Company has reserved a sufficient number of shares of common stock for issuance upon full conversion of the note in accordance

with the terms (see Note 16).

As of September

30, 2023, all outstanding convertible debt is in default with exception for the August and September 2023 notes.

The following is a summary of convertible notes:

Schedule of convertible notes

September 30, 2023

December 31, 2022

remains outstanding.

As of June 30, 2023, the GS note is in default.

Principal outstanding

unamortized debt discount

Convertible notes, net

nine months ended September 30, 2023 and 2022, $ 9,625 and $ 0 of the debt discount was amortized.

14, 2021, the Company entered a Securities Purchase Agreement (the “ GS SPA ”) with GS Capital Partners, LLC pursuant

to which the Company issued to the Lender a 6% Redeemable Note in the principal amount of $ 2,000,000 (the “ GS Note ”).

The purchase price of the GS Note is $1,980,000.

The GS Note matures on July 14, 2022 upon which time all accrued and unpaid interest

will be due and payable.

Interest accrues on the GS Note at 6 % per annum until the GS Note becomes due and payable.

The GS Note is subject

to various “Events of Default,” which are disclosed in the GS Note.

Upon the occurrence of an “Event of Default,”

the interest rate on the GS Note will be 18%.

The GS Note is not convertible into shares of the Company’s Common Stock and is not

dilutive to existing or future shareholders and the Company used a portion of the proceeds of the GS Note to retire convertible debt.

As of September 30, 2023 and December 31, 2022, $ 2,000,000 remains outstanding.

As of September 30, 2023, the GS Note is in default.

The Company’s

3 unchanged sentences

The following is a summary

of the loans payable at June 30, 2023 and December 31, 2022:

of the loans payable at September 30, 2023 and December 31, 2022:

Schedule of loans payable

September 30,

RI - line of credit

42 unchanged sentences

To date, no royalties have been paid.

For the six months ended

June 30, 2023, and 2022, the Company recorded interest expense of $ 28,875 and $ 24,854 , respectively.

As of June 30, 2023 and December 31, 2022, the debenture liability

are current at the present time.

For the nine months ended

September 30, 2023, and 2022, the Company recorded interest expense of $ 19,401 and $ 36,307 , respectively.

As of September 30, 2023 and December 31, 2022, the debenture liability

totaled $ 1,099,250 and $ 1,090,827 , respectively.

The following was included

in our balance sheet as of June 30, 2023 and December 31, 2022:

in our balance sheet as of September 30, 2023 and December 31, 2022:

Schedule of operating leases

September 30,

Operating leases

4 unchanged sentences

The weighted average

remaining lease term and weighted average discount rate at June 30, 2023 and December 31, 2022 were as follows:

remaining lease term and weighted average discount rate at September 30, 2023 and December 31, 2022 were as follows:

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

September 30,

Operating leases

18 unchanged sentences

13 - STOCKHOLDERS' EQUITY (DEFICIT)

accordance with the Company’s bylaws, the Company has authorized a total of 2,000,000 shares

of preferred stock, par value $ 0.01

accordance with the Company’s Certificate 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 June 30, 2023 and December 31, 2022, there were 88,335

As of September 30, 2023 and December 31, 2022, there were 88,335

total preferred shares issued and outstanding for all classes, respectively.

accordance with the Company’s bylaws, the Company has authorized a total of 20,000,000,000

accordance with the Company’s Certificate of Incorporation, the Company has authorized a total of 20,000,000,000

shares of common stock, par value $ 0.0001

As of June 30, 2023 and December 31, 2022, there were 7,459,909,231

As of September 30, 2023 and December 31, 2022, there were 7,639,945,289

and 6,427,395,360

common shares issued, respectively.

As of June 30, 2023 and December 31, 2022, there were 7,459,909,231

As of September 30, 2023 and December 31, 2022, there were 7,639,845,289

and 6,427,295,360

4 unchanged sentences

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

On April 28, 2023 the Company entered into an

Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common Stock over the course of 12 months

at 92% of the current market price.

On June 13, 2023 the Company entered into an Amendment

to the 2023 Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common Stock over the course

of 12 months at 92% of the current market price.

On July 10,2023 the Company entered into a Second Amendment to the 2023

Equity Financing Agreement with GHS, to which GHS agreed to purchase up to $30,000,000 in shares of our Common Stock over the course of

12 months at 92% of the current market price.

On September 5, 2023, we entered into a Stock

Purchase Agreement with an investor for the purchase of 100,000,000 shares of Common Stock for a total consideration of $100,000.

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

3 unchanged sentences

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

Below is a table of all puts made by the Company

under the 2022 EFA during 2023:

The below table of puts from 1/12/2023 through

4/11/2023 were made by the Company under the 2022 EFA during 2023.

The put from 4/28/2023 was made under the EFA dated 4/28/2023.

puts from 6/26/2023 and 7/3/2023 were made by the Company under the Amended EFA dated June 13, 2023.

The 7/10/2023 put was made by the

Company under the Second Amended EFA dated July 10, 2023.

Schedule of equity financing agreement

2 unchanged sentences

Effective Price per Share

Issued shares pursuant to an individual stock purchase agreement with an unrelated investor (not under 2022 EFA)

In January 2023, the Company entered into a settlement

2 unchanged sentences

The fair value of $ 1,989,900 ,

or $0.0067 per share, was included in professional fees in the consolidated statements of operations in the six months ended June 30,

or $ 0.0067 per share, was included in professional fees in the consolidated statements of operations in the nine months ended September

As part of this transaction $280,536 of accrued liabilities have been

14 - COMMITMENTS & CONTINGENCIES

5 unchanged sentences

As disclosed in greater detail in the Company’s

Form 10-Q, filed October 24, 2022, the Company is actively investigating potential claims against the @MIKEWOOD and @BullMeechum3 Twitter

Form 10-Q, filed September 22, 2023, the Company is actively investigating potential claims against the @MIKEWOOD and @BullMeechum3 Twitter

There are no material updates to this matter.

2 unchanged sentences

As disclosed in greater detail in the Company’s

Form 10-Q, filed October 24, 2022, the Company remains in active litigation with Carebourn Capital, L.P.

Form 10-Q, filed September 22, 2023, the Company remains in active litigation with Carebourn Capital, L.P.

(“Carebourn”) in

1 unchanged sentence

The following discloses the material updates for this matter.

On April 21, 2023, the Minnesota state court granted

the Company’s motion for partial summary judgment on its affirmative defenses.

Specifically, the Court found that Carebourn is an

unregistered dealer, acting in violation of Section 15(a) of the Securities Exchange Act of 1934 and, thus, the contracts between the

Company and Carebourn are now void pursuant to Section 29(b) of the Exchange Act.

On July 24, 2023, the Company moved for summary

judgment against Carebourn on its counterclaims for damages under the Minnesota Uniform Securities Act.

Oral arguments were held on the

Company’s motion on August 22, 2023.

The Company is currently awaiting a decision from the Minnesota state court.

On August 22, 2023, the Minnesota

state held oral arguments on the Company’s motion for summary judgment on its counterclaims, which seek an award of damages in the

amount of $124,012.91 (excluding pre- and post-judgment interest), attorneys’ fees in the amount of $267,951.33, and costs in the

amount of $50,785.50.

The Company is currently awaiting

a decision on its motion for summary judgment.

More Capital, LLC v.

DarkPulse, Inc.

On July 24, 2023, the Company moved for summary

judgment against More on its affirmative defenses asserted under the Securities Exchange Act of 1934 (“Exchange Act”) and

counterclaims for damages under the Minnesota Uniform Securities Act.

Oral arguments on the Company’s motion are scheduled for September

The Company remains committed to actively litigating

its affirmative defenses and claims for relief under the Securities Exchange Act of 1934 and Minnesota Uniform Securities Act.

As disclosed in greater detail

in the Company’s Form 10-Q, filed September 22, 2023, the Company remains in active litigation with More Capital, LLC (“More”)

in Minnesota state court.

The following discloses the material updates for this matter.

On August 22, 2023, the Minnesota

state held oral arguments on the Company’s motion for summary judgment on its motion for summary judgment on its affirmative defenses

and counterclaims, the latter of which seek an award of damages in the amount of $300,809.39 (excluding pre- and post-judgment interest),

attorneys’ fees in the amount of $111,019.00, and costs in the amount of $195.75.

The Company is currently awaiting

a decision on its motion for summary judgment.

Carebourn Capital et al v.

1 unchanged sentence

and Transfer et al

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

As disclosed in greater detail

in the Company’s Form 10-Q, filed September 22, 2023, the Company remains in active litigation with Carebourn Capital, L.P.

(“Carebourn”)

and More Capital, LLC (“More,” and together with Carebourn, the “Noteholder Plaintiffs”) commenced an action 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 ”)

in the United States District Court for the District of Utah.

The Noteholder Plaintiffs’ complaint alleges

the DPLS Defendants violated the Racketeer Influenced and Corrupt Organizations (RICO) Act, are liable for attorneys’ fees pursuant

to the Company’s breach of securities contracts between the Company and, separately, Carebourn and More, and engaged in civil conspiracy,

fraudulent concealment, tortious interference with economic relations and conversion against the Noteholder Plaintiffs.

Thereafter, the TA Defendants and DPLS Defendants

separately moved to dismiss the Noteholder Plaintiffs’ complaint.

On February 10, 2023, the Court denied both motions without prejudice

and stayed the action pending the conclusion of enforcement action commenced by the U.S.

Securities and Exchange Commission against Carebourn

and its principal, Chip Rice, in the U.S.

District Court for the District of Minnesota.

The Company contends that the Noteholder Plaintiffs’

lawsuit is duplicative of the first-filed lawsuits commenced by the Noteholder Plaintiffs’ in Minnesota state court.

intends to vigorously defend itself against the Noteholder Plaintiffs’ lawsuit.

Th e Company remains in active

litigation with Carebourn Capital, L.P.

(“Carebourn”) and More Capital, LLC (“More,” and together with Carebourn,

the “Noteholder Plaintiffs”) in the United States District Court for the District of Utah.

There are no material updates to

this litigation.

The Company intends to vigorously defend itself

against the Noteholder Plaintiffs’ lawsuit.

and More Capital, LLC (“More,” and together with Carebourn, the “Noteholders”) in the United States District Court

for the District of Utah.

The following discloses the material updates for this matter.

On September 27, 2023, the U.S.

Securities and Exchange Commission (“SEC”) prevailed on its motion for summary judgment against Carebourn that sought declaratory

judgment that Carebourn is an unregistered dealer acting in violation of Section 15(a) of the Securities Exchange Act of 1934.

On November 1, 2023, the Noteholders

filed a motion to dismiss this litigation with prejudice (the “Dismissal Motion”).

On November 2, 2023, the Company

filed a cross-motion to the Dismissal Motion, wherein the Company did not oppose the Noteholders’ request for dismissal with prejudice

and cross-moved for sanctions against the Noteholders and their attorneys of record.

The Noteholders’ opposition thereto is due

on or before November 16, 2023.

The Company maintains that the

Noteholder’s lawsuit is duplicative of the first-filed lawsuits commenced by the Noteholder’s in Minnesota state court.

Company intends to vigorously defend itself against the Noteholder’s Utah lawsuit.

Goodman et al.

As disclosed in greater detail

in the Company’s Form 10-Q, filed September 22, 2023, the Company settled a dispute with Stephen Goodman, Mark Banash, and David

Accordingly, there are no material updates for this matter.

DarkPulse, Inc.

FirstFire Global Opportunities

Fund, LLC, and Eli Fireman

As disclosed in greater detail in the Company’s

Form 10-Q, filed October 24, 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 following discloses

the material updates for this matter.

On January 17, 2023, the Court granted the FirstFire

Parties’ motion to dismiss the Company’s complaint.

Also on January 17, 2023, the Company appealed the trial court’s

decision to the United States Court of Appeals for the Second Circuit.

Briefing is currently taking place on the Company’s appeal.

The Company’s opening memorandum in support

of its appeal was filed on May 1, 2023.

On July 31, 2023, the FirstFire Parties filed their memorandum in opposition.

On August 21, 2023,

the Company filed its reply memorandum.

As of the date hereof, oral arguments are not scheduled for the appeal.

The Company remains committed to actively litigating

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

Global Opportunities Fund, LLC, and Eli Fireman

As disclosed in greater detail

in the Company’s Form 10-Q, filed September 22, 2023, 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 following discloses the material updates for this matter.

On September 12, 2023, the United

States Court of Appeals for the Second Circuit (“Second Circuit”) calendared oral arguments for the appeal—which challenges

United States District Court for the Southern District of New York’s granting the FirstFire Parties’ motion to dismiss—for

the week of December 11, 2023.

On October 12, 2023, the Second

Circuit scheduled oral arguments for the appeal on December 13, 2023.

The Company remains committed to actively litigating its claims for relief

under the Securities Exchange Act of 1934 and Racketeer Influenced and Corrupt Organizations Act.

DarkPulse, Inc.

EMA Financial, LLC et al

As disclosed in greater detail in the Company’s

Form 10-Q, filed October 24, 2022, the Company remains in active litigation with EMA Financial, LLC (“EMA”), EMA Group, Inc.

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

The following discloses the material updates for this matter.

On March 1, 2023, the Court granted the EMA Parties’

motion to dismiss the Company’s claims asserted under the Securities Exchange Act of 1934, but denied dismissal of the Company’s

claim asserted under the Racketeer Influenced and Corrupt Organizations (RICO) Act.

On or about May 15, 2023, the Company and the

EMA Parties reached an understanding of settlement, which was subsequently memorialized.

The action was subsequently dismissed on or about

June 14, 2023.

The Company views this matter as closed.

As disclosed in greater detail

in the Company’s Form 10-Q, filed September 22, 2023, the Company settled a dispute with EMA Financial, LLC (“EMA”),

EMA Group, Inc.

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

Accordingly, there are no material updates for this matter.

DarkPulse, Inc.

Brunson Chandler & Jones,

On July 8, 2022, the Company commenced litigation

against Brunson Chandler & Jones, PLLC (“Brunson Firm”), and Lance B.

Brunson (“Brunson,” and together with

the Brunson Firm, the “Brunson Parties”) through the filing of a complaint in the United States District Court for the District

The Company is alleging that the Brunson Parties have committed professional negligence and breach of contract.

On March 2, 2023, the Brunson Parties filed an

answer, affirmative defenses, and counterclaims to the Company’s complaint, wherein the Brunson Firm alleged claims for (i) breach

of contract against the Company, (ii) breach of contract against the Company’s subsidiary, DarkPulse Technologies, Inc., and (iii)

quantum meruit.

On June 5, 2023, the Company filed its answer

and affirmative defenses to the Brunson Firm’s counterclaims.

The Company remains committed to litigating its claims and affirmative

defenses against the Brunson Parties.

The parties are currently engaged in discovery

in this matter.

The Company remains committed to vigorously litigating

its claims for relief and defenses against the Brunson Parties.

As disclosed in greater detail

in the Company’s Form 10-Q, filed September 22, 2023, the Company remains in active litigation with Brunson Chandler & Jones,

PLLC (“Brunson Firm”), and Lance B.

Brunson (“Brunson,” and together with the Brunson Firm, the “Brunson

The Company remains committed

to litigating its claims and affirmative defenses against the Brunson Parties.

DarkPulse, Inc., et al v.

Crown Bridge Partners,

On September 23, 2022, the Company commenced an

action along with two other plaintiffs (“Crown Bridge Plaintiffs”) against Crown Bridge Partners, LLC, Soheil Ahdoot, and

Sepas Ahdoot (“Crown Bridge Defendants”) in the United States District Court for the Southern District of New York alleging

violations of the Racketeer Influenced and Corrupt Organizations (RICO) Act.

On January 13, 2023, the Crown Bridge Defendants

filed a motion to dismiss.

As of May 16, 2023, the Crown Bridge Defendants’ motion to dismiss was fully submitted to the court.

As of the date hereof, no decision has been made on the motion.

As of the date hereof, the court has not yet rendered

its decision on the Crown Bridge Defendants’ motion to dismiss.

The Company remains committed to actively litigating

its RICO claims against the Crown Bridge Defendants.

As disclosed in greater detail

in the Company’s Form 10-Q, filed September 22, 2023, the Company—alongside two other plaintiffs, Social Life Network, Inc.

and Redhawk Holdings Corp.

—remains in active litigation with Crown Bridge Partners, LLC, Soheil Ahdoot, and Sepas Ahdoot (“Crown

Bridge Defendants”).

The following discloses the material updates for this matter.

On September 29, 2023, the United

States District Court for the Southern District of New York granted the Crown Bridge Defendants’ motion to dismiss.

On October 24, 2023, the Company,

alongside Social Life Network, Inc.

and RedHawk Holdings Corp., appealed the district court’s decision to the United States Court

of Appeals for the Second Circuit.

Briefing has not yet been scheduled for this appeal.

The Company remains committed

to actively litigating its Racketeer Influenced and Corrupt Organizations Act claims against the Crown Bridge Defendants.

Benner et al v.

DarkPulse, Inc.

On March 29, 2023, J.

Merlin Benner, Phillip J.

Benner, Benjamin P.

Benner, Jonas M.

Benner, and Angelica M.

Benner (collectively, the “Benner Parties”) commenced an action

in the United States District Court for the Southern District of Texas against the Company and its Chief Executive Officer, Dennis O’Leary,

individually, alleging (i) the Company is in breach of contracts between the Company and the Benner Parties as it concerns Remote Intelligence,

LLC and Wildlife Specialists, LLC, (ii) violation of Texas Uniform Fraudulent Transfer Act by the Company, and (iii) defamation by Mr.

On June 30, 2023, the Company and Mr.

filed their Answer to the Benner Parties' Complaint.

The Company intends to vigorously defend itself against the Benner Parties’

The Company remains in active litigation with

As disclosed in greater detail

in the Company’s Form 10-Q, filed September 22, 2023, the Company and its CEO, Dennis O’Leary (together with the Company,

the “DPLS Defendants”), remain in active litigation with J.

Merlin Benner, Phillip J.

2 unchanged sentences

Benner, and Angelica M.

Benner (collectively, the “Benner Parties”)

in the United States District Court for the Southern District of Texas.

Benner (collectively, the “Benner Parties”) in the United States District Court for the Southern District

The following discloses the material updates for this matter.

The parties are currently engaged in discovery

in this matter.

On June 30, 2023, the DPLS Defendants

filed their answer to the Benner Parties’ complaint, wherein they interposed numerous affirmative defenses.

The parties have since

began conducting discovery in this matter.

The Company remains committed

to actively litigating its affirmative defenses to the Benner Parties’ claims.

GS Capital Partners, LLC v.

DarkPulse, Inc.

On June 2, 2023, GS Capital Partners, LLC (“GS

Capital”) commenced an action in the Supreme Court for New York County against the Company through the filing of motion for summary

judgment in lieu of a complaint.

The motion claims that the Company is in breach of a convertible promissory note, dated July 14, 2021,

and accompanying securities purchase agreement, dated the same.

The motion claims that GS Capital is entitled

to an award of $2,407,671, plus prejudgment interest and attorney’s fees, costs and disbursements.

On July 27, 2023, the Company moved to set aside

the default judgment entered in favor of GS Capital and against the Company on July 25, 2023.

GS Capital’s opposition thereto is

due on or before August 31, 2023.

Thereafter, DarkPulse’s reply is due on or before September 6, 2023.

Oral arguments are currently

not scheduled on the Company’s motion.

The Company intends to vigorously defend itself

against GS Capital.

As disclosed in greater detail

in the Company’s Form 10-Q, filed September 22, 2023, the Company was sued by GS Capital Partners, LLC (“GS Capital”)

in the Supreme Court for New York County.

The following discloses the material updates for this matter.

On or about September 27, 2023,

the Company and GS Capital confidentially settled the dispute.

On or about October 3, 2023, the parties filed a stipulation with the court

to vacate the judgment entered against the Company and in favor of GS Capital, vacate the motion filed by the Company, and discontinue

On or about October 9, 2023, the court vacated the

The parties are currently waiting for the court to dismiss the action.

From time to time, we may become involved in litigation

36 unchanged sentences

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

six months ended June 30, 2023 and 2022, certain executives of the Company received $ 120,000 and $ 0 , respectively, in Directors

nine months ended September 30, 2023 and 2022, certain executives of the Company received $ 120,000 and $ 0 , respectively, in Directors

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

5 unchanged sentences

non-interest bearing and due on demand.

As of both June 30, 2023 and December 31, 2022, the outstanding balance was $ 226,247 .

As of both September 30, 2023 and December 31, 2022, the outstanding balance was $ 226,247 .

WS has a loan payable with the former majority

2 unchanged sentences

non-interest bearing and due on demand.

As of both June 30, 2023 and December 31, 2022, the outstanding balance was $ 135,500 .

As of both September 30, 2023 and December 31, 2022, the outstanding balance was $ 135,500 .

12, 2022, the Company entered into and closed the Purchase Agreement (the “Agreement”) pursuant to which the Company purchased

6 unchanged sentences

to Global Systems Dynamics, Inc.

As of September

30, 2023 and December 31, 2022, the Company’s $ 1,500,000 investment in GSD was accounted for as cost.

13 unchanged sentences

for the GSD’s initial business combination.

As of June 30, 2023 and December 31, 2022, the outstanding note receivable was $ 1,468,985

As of September 30, 2023 and December 31, 2022, the outstanding note receivable was

$ 1,612,565 and $ 1,049,248 , respectively.

As of June 30, 2023 and December 31, 2022, the

Company has $837,662 and $318,025, respectively, owed from GSD and included as due from related party on the consolidated balance sheet.

As of September 30, 2023 and December 31, 2022,

the Company has $ 948,362 and $ 318,025 , respectively, owed from GSD and included as due from related party on the consolidated balance

These advances were made to pay for certain expenses on behalf of the SPAC, as well as $120,000 in accrued management fees.

are unsecured, non-interest bearing and due on demand.

advances are unsecured, non-interest bearing and due on demand.

16 – SUBSEQUENT EVENTS

7, 2023, the Company entered into a convertible note for a principal of $57,750.

The note bears interest at a rate of 10% per annum and

matures after one year.

Following 180 days from the note, the noteholder may convert at a discount of 39%.

The company had reserved a

sufficient number of shares of Common Stock 342,725,409 for issuance upon full conversion of the Note in accordance with the terms.

Subsequent to period

end the company issued 80,036,058 shares to a third party in exchange for cash in accordance with its equity financing agreement.

Subsequent to period end, the Company issued 88,888,888

shares to a third party in exchange for cash in accordance with its equity agreement.

September 29, 2023, the Company entered into a convertible note for a principal of $57,750, which was funded on October 4, 2023.

bears interest at a rate of 10% per annum and matures after one year.

Following 180 days from the note, the noteholder may convert at

a discount of 39%.

The Company has reserved a sufficient number of shares of common stock for issuance upon full conversion of the note

in accordance with the terms .

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