What changed in this filing

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Item 1. Financial Statements

2024-08-19 compared with 2024-07-15 · 555 added, 475 removed, 1051 unchanged (49% of the section changed)

1 unchanged sentence

DARKPULSE, INC.

Consolidated Balance Sheets

Balance Sheets

CURRENT ASSETS:

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shares designated, 100

shares issued and outstanding at both March 31, 2024 and December 31, 2023

shares issued and outstanding at both June 30, 2024 and December 31, 2023

Convertible preferred stock - Series

1 unchanged sentence

shares designated, 88,235

shares issued and outstanding as of both March 31, 2024 and December 31, 2023

Common stock, par value $ 0.0001 , 20,000,000,000 shares

authorized, 8,330,852,145 and 8,100,117,720 shares

issued as of March 31, 2024 and December 31, 2023, respectively.

shares issued and outstanding as of both June 30, 2024 and December 31, 2023

Common stock, par value $ 0.0001 ,

20,000,000,000 shares

authorized, 8,928,508,901 and

8,100,117,720 shares

issued as of June 30, 2024 and December 31, 2023, respectively.

Treasury stock at cost, 100,000

shares at March 31, 2024 and December 31, 2023

shares at June 30, 2024 and December 31, 2023

Additional paid-in capital

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TOTAL LIABILITIES AND STOCKHOLDERS'

See the accompanying notes

to the unaudited condensed consolidated financial statements

DARKPULSE, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Three Month Ended

See the accompanying notes to the unaudited condensed

consolidated financial statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

COST OF REVENUES

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Salaries, wages and payroll taxes

Bad debt expense

Professional fees

Depreciation and amortization

Bad debt expense

Impairment expense

2 unchanged sentences

( 2,500,405 )

( 1,004,325 )

( 17,106,482 )

OTHER INCOME (EXPENSE):

1 unchanged sentence

Loss on deconsolidation

( 1,642,795 )

Change in fair market of derivative liabilities

Loss on equity investment

( 1,500,000 )

Gain on the forgiveness of debt

Restructuring costs

Foreign currency exchange rate variance

1 unchanged sentence

( 1,947,377 )

( 1,617,691 )

( 1,948,779 )

( 1,810,881 )

( 2,416,706 )

( 4,118,096 )

( 2,953,104 )

( 18,917,360 )

Net loss attributable to non-controlling interests

2 unchanged sentences

$ ( 4,087,099 )

$ ( 2,943,650 )

$ ( 18,106,669 )

Net loss per share - basic and diluted

2 unchanged sentences

7,445,611,222

Three Month Ended

8,213,651,977

7,202,813,171

Three Months Ended

Six Months Ended

( 2,416,706 )

( 4,118,096 )

( 2,953,104 )

( 18,917,360 )

OTHER COMPREHENSIVE INCOME (LOSS)

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$ ( 4,513,604 )

See the accompanying notes to the unaudited condensed

consolidated financial statements

$ ( 2,953,103 )

$ ( 19,775,213 )

See the accompanying notes to the unaudited condensed consolidated

financial statements

DARKPULSE, INC.

Consolidated Statement

of Stockholders' Deficit

For the Years Ended March

31, 2024 and 2023

Consolidated Statement of Stockholders' Deficit

For the Six Months Ended June 30, 2024 and

Preferred Stock

stock to be issued

Balance at December 31, 2022

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7,256,066,860

Common stock issued for cash, net of fees

Issuance of common stock for legal settlement

Common Stock to be issued

Foreign currency adjustment

Balance at June 30, 2023 (audited)

7,459,909,231

Balance at December 31, 2023

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8,152,280,717

Common stock issued for cash, net of fees

Issuance of common stock for conversion of convertible debt

Common Stock to be issued

Foreign currency adjustment

Balance at June 30, 2024 (unaudited)

8,928,508,901

Treasury stock

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$ ( 11,512,902 )

Common stock issued for cash, net of fees

Issuance of common stock for legal settlement

Common Stock to be issued

Foreign currency adjustment

( 4,087,099 )

( 4,118,096 )

Balance at June 30, 2023 (audited)

$ ( 1,995,755 )

$ ( 64,662,001 )

$ ( 15,488,656 )

Balance at December 31, 2023

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Issuance of common stock for legal settlement

Common Stock to be issued

Foreign currency adjustment

Common stock issued for cash

Balance at March 31, 2024

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$ ( 17,071,136 )

Common stock issued for cash

Issuance of common stock for conversion of convertible debt

Foreign currency adjustment

( 2,410,261 )

( 2,416,706 )

Balance at June 30, 2024

$ ( 1,253,356 )

$ ( 70,319,873 )

$ ( 19,156,322 )

See the accompanying notes to the unaudited condensed

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DARKPULSE, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

Three Month Ended

CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED

Six Months Ended June 30,

Cash flows from operating activities:

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Gain on forgiveness of payables and liabilities

Change in fair market of derivative liabilities

Loss on equity investment

Issuance of common stock for legal settlement

Amortization of debt discount

Impairment of goodwill and intangible assets

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Net cash used in investing activities

( 1,154,848 )

Cash flows from financing activities:

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Non-cash financing and investing activities:

Stock issued for acquisition of TerraData

Conversion of convertible debt

See the accompanying notes to the unaudited condensed

consolidated financial statements

DARKPULSE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

STATEMENTS UNAUDITED

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING

Organization and Description of Business

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The interview occurred July

The Company is an Unsecured creditor of

Optilan (UK) Limited and is at risk of losing any repayment of obligations due from Optilan (UK) Limited because there are several intercompany

The Company is an Unsecured creditor of Optilan

(UK) Limited and is at risk of losing any repayment of obligations due from Optilan (UK) Limited because there are several intercompany

relationships between the Company and Optilan (UK) Limited, the financial impact of any future claims and liabilities may not be known

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On August 9, 2023, Evelyn Partners was appointed Joint Liquidator.

On June 28, 2023,

the High Court of Justice in the United Kingdom issued a winding-up order for the liquidation and winding up of the affairs of Optilan

(UK) Limited (“Optilan Liquidation”).

In conjunction with the order, the court appointed the Official Receiver’s Office

(“OR”) to take the appointment as liquidator of Optilan (UK) Limited and take control of Optilan (UK) Limited’s assets.

At that time DarkPulse, Inc.

Liquidation of Optilan (UK) Limited

On June 28, 2023, the High Court of Justice in

the United Kingdom issued a winding-up order for the liquidation and winding up of the affairs of Optilan (UK) Limited (“Optilan

Liquidation”).

In conjunction with the order, the court appointed the Official Receiver’s Office (“OR”) to take

the appointment as liquidator of Optilan (UK) Limited and take control of Optilan (UK) Limited’s assets.

At that time DarkPulse,

no longer had any involvement in the operations of Optilan (UK) Ltd.

NOTE 2 – SIGNIFICANT ACCOUNTING

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

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

position as of March 31, 2024, and the results of operations for three months and cash flows for the three months ended March 31, 2024

position as of June 30, 2024, and the results of operations for three and six months and cash flows for the six months ended June 30,

2024 and 2023 have been included.

The Company evaluates its relationships with

other entities to identify whether they are variable interest entities (“VIE”) as defined by Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 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.

The Company evaluates its relationships with other

entities to identify whether they are variable interest entities (“VIE”) as defined by Financial Accounting Standards Board

(“FASB”) Accounting Standards Codification (“ASC”) Topic 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.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated

balance sheet as of March 31, 2024, the unaudited condensed consolidated statements of operations for the three and three months ended

March 31, 2024 and 2023 and of cash flows for the three months ended March 31, 2024 and 2023 have been prepared by the Company, pursuant

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

balance sheet as of June 30, 2024, the unaudited condensed consolidated statements of operations for the three and six months ended June

30, 2024 and 2023 and of cash flows for the six months ended June 20, 2024 and 2023 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

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financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto

for the year ended December 31, 2022 included in the Company’s Annual Form 10-K filed with SEC on June 23, 2023.

for the year ended December 31, 2023 included in the Company’s Annual Form 10-K filed with SEC on July 15, 2024.

Use of Estimates

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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 year ended March

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 March 31, 2024 and

December 31, 2023, the Company determined that the allowance for doubtful accounts was $ 0

and $ 0 , respectively.

Accounts receivable includes retainage amounts

for the portion of the contract price earned by us for work performed but held for payment by the customer as a form of security until

we reach certain construction milestones or complete the project.

As of March 31, 2024 and December 31, 2023, retainage receivable was

The retainage pertaining to Optilan UK was derecognized

upon the Optilan Liquidation.

a material impact on the Company’s condensed consolidated financial statements and related disclosures for the year ended June 3,

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, 2024 and December 31, 2023, the Company determined

that the allowance for doubtful accounts was $ 0 and $ 0 , respectively.

Accounts receivable includes retainage

amounts for the portion of the contract price earned by us for work performed but held for payment by the customer as a form of

security until we reach certain construction milestones or complete the project.

As of June 30, 2024 and December 31, 2023,

retainage receivable was $ 0 ,

respectively.

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

Foreign Currency Translation

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currency are included in the statements of operations as foreign currency exchange variance.

*Optilian has been deconsolidated, and as a result,

no translation rates were applied for the three months ending March 31, 2024.

The relevant translation rates are as

for the three months ended March 31, 2023 closing rate at 1.23682 S$:GBP, average rate at 1.2033 US$:GBP,

and closing rate at 1.3751 US$:CAD.

*Optilian has been deconsolidated, and as a result, no translation

rates were applied for the six-months ending June 30, 2024.

The relevant translation rates are as follows:

for the six months ended June, 2024 closing rate at 1.3740 US$:CAD.

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 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.

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 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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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.

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

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

As a result of the Optilan Liquidation as

described in Note 1, management determined that certain events and circumstances occurred that indicated that the carrying amount of

the Company’s 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 winding

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

pertaining to impairment and goodwill in the consolidated statements of operations.

The Company recorded impairment of the

indefinite-lived intangible asset of $ 356,260 ,

As a result of the Optilan Liquidation as described

in Note 1, management determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s

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 winding up.

As such, the Company compared

the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $ 2,037,670 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 $ 1,681,410 .

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 March 31, 2024 and December 31, 2023.

As a result of the impairment, the Company

had a carrying value of $ 0 pertaining to goodwill and intangible assets as of June 30, 2024 and December 31, 2023.

Property and Equipment

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Repairs and maintenance are expensed as incurred.

The estimated useful lives of property and equipment

are generally as follows:

Schedule of estimated useful lives

The estimated useful lives of property and equipment are generally as follows:

Schedule of estimated useful lives of property and equipment

Office furniture and fixtures

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of the collectability criterion for applying paragraph 606-10-25-7;

(2) permit an entity to exclude amounts collected from customers for

all sales (and other similar) taxes from the transaction price;

(3) specify that the measurement date for noncash consideration is contract

(4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before

the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the

transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations;

(5) clarify that a completed

contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP

before the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic 606 to each

prior reporting period is not required to disclose the effect of the accounting change for the period of adoption.

The amendments of this

ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.

There was no impact

as a result of adopting this ASU on the financial statements and related disclosures.

Based on the terms and conditions of the product

arrangements, the Company believes that its products and services can be accounted for separately as its products and services have value

to the Company’s customers on a stand-alone basis.

When a transaction involves more than one product or service, revenue is allocated

to each deliverable based on its relative fair value;

otherwise, revenue is recognized as products are delivered or as services are provided

over the term of the customer contract.

Discontinued Operations

(2) permit an entity to exclude amounts collected from customers

for all sales (and other similar) taxes from the transaction price;

(3) specify that the measurement date for noncash consideration is

contract inception;

(4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that

occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining

the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations;

(5) clarify that

a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under

legacy GAAP before the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic

606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption.

The amendments

of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.

no impact as a result of adopting this ASU on the financial statements and related disclosures.

Based on the terms and conditions of

the product arrangements, the Company believes that its products and services can be accounted for separately as its products and services

have value to the Company’s customers on a stand-alone basis.

When a transaction involves more than one product or service, revenue

is allocated to each deliverable based on its relative fair value;

otherwise, revenue is recognized as products are delivered or as services

are provided over the term of the customer contract.

Liquidation of Optilan (UK) Limited

On June 28, 2023, the High Court of Justice in

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Inc no longer had any involvement in the operations of Optilan (UK) Ltd.

The business of an entity that is in the process of disposing

its assets by sale, or that intends to cease operations, is reported as discontinued operations if the transaction represents a strategic

shift that will have a major effect on an entity’s operations and financial results.

As such, the Company’s Optilan (UK) Ltd

company business is now reported as discontinued operations.

Cost of Revenues

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842, Leases .

Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing

leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting

fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate.

Lease liabilities

are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term.

Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases,

and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease

payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate.

Lease liabilities are

increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term.

For operating

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For stock-based derivative

financial instruments, the Company uses a lattice model, in accordance with ASC 815-15 , Derivative and Hedging, to value

the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether

such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative instrument

liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument

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

financial instruments, the Company uses a lattice model, in accordance with ASC 815-15 , Derivative and Hedging, to value the derivative

instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative instrument liabilities are

classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required

within 12 months after the balance sheet date.

Fair Value of Financial Instruments

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

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

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.

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result in management’s best estimate of fair value.

The Company’s derivative liability is a

Level 3 liability measured at fair value on a recurring basis.

The Company’s derivative liability is a Level 3 liability measured

at fair value on a recurring basis.

Equity Investments

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of operations and comprehensive (loss).

Per ASC 323-10-30-2, Joint Ventures are accounted for using the equity method, in which the Company initially

records its investment at cost, including transaction costs.

Under the equity method, an investment in common stock and in-substance common

stock is presented on the balance sheet of an investor as a single amount.

However, any difference between the cost of the investment

and the underlying equity in net assets of an investee — commonly referred to as a basis difference — should be accounted

for as if the investee were a consolidated subsidiary.

Per ASC 323-10-30-2, Joint Ventures are accounted

for using the equity method, in which the Company initially records its investment at cost, including transaction costs.

Under the equity

method, an investment in common stock and in-substance common stock is presented on the balance sheet of an investor as a single amount.

However, any difference between the cost of the investment and the underlying equity in net assets of an investee — commonly referred

to as a basis difference — should be accounted for as if the investee were a consolidated subsidiary.

The Company accounts for income taxes pursuant

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The Company has adopted ASC 740-10-25, Definition

of Settlement which provides guidance on how an entity should determine whether a tax position is effectively settled for the

purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion

and examination by a taxing authority without being legally extinguished.

For tax positions considered effectively settled, an entity

would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based

solely on the basis of its technical merits and the statute of limitations remains open.

The federal and state income tax returns of the

Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

of Settlement which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose

of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and

examination by a taxing authority without being legally extinguished.

For tax positions considered effectively settled, an entity would

recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely

on the basis of its technical merits and the statute of limitations remains open.

The federal and state income tax returns of the Company

are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

The Company's U.S.

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via its subsidiaries TerraData, Remote Intelligence and Wildlife Specialists.

During the three months ended March 31, 2024

and 2023, the Company recorded a loss of $ 3,009

and $ 779,696 ,

respectively, attributable to non-controlling interests.

During the six months ended June 30, 2024 and 2023, the Company recorded

a loss of $ 9,453 and $ 810,693 , respectively, attributable to non- controlling interests.

Comprehensive Loss

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

three months ended March 31, 2024 there was no comprehensive loss for foreign currency translation and 2023 Company’s only element

six months ended June 30, 2024 there was no comprehensive loss for foreign currency translation and 2023 Company’s only element

of other comprehensive loss was foreign currency translation.

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earnings (loss) per share.

Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of

common shares outstanding for the year.

Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average

number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year.

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

Potentially dilutive items outstanding as of March 31,

2024 and December 31, 2023 are as follows:

Schedule of antidilutive shares

Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number

of common shares outstanding for the year.

Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted

average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each

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

Potentially dilutive items outstanding as of

June 30, 2024 and December 31, 2023 are as follows:

Schedule of anti dilutive securities

Convertible notes

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In November 2021, the FASB issued ASU No.

2021-08, 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.

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.

In August 2020, the FASB issued ASU 2020-06, which

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financial statements and related disclosures.

On January 1, 2023, the Company adopted ASU 2016-13, Financial

Instruments – Credit Losses (Topic 326):

On January 1, 2023, the Company adopted ASU 2016-13,

Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (ASC 326).

This standard

replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”)

CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience,

current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including

loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend

Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance

for credit losses.

The Company adopted this new guidance on January 1, 2023 and the adoption did not have a material impact on the Company’s

condensed consolidated financial statements and related disclosures.

standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss

(“CECL”) methodology.

CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using

historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured

at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as

unfunded commitments to extend credit.

Financial assets measured at amortized cost will be presented at the net amount expected to be

collected by using an allowance for credit losses.

The Company adopted this new guidance on January 1, 2023 and the adoption did not have

a material impact on the Company’s condensed consolidated financial statements and related disclosures.

Management does not believe that any other recently

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pronouncements are issued, the Company will adopt those that are applicable.

3 – LIQUIDITY AND GOING CONCERN

The Company generated net losses of $ 536,398 and

$ 14,799,264 during the three months ended March

31, 2024 and 2023, respectively, and net cash used in operating activities of $ 91,687 and

$ 2,323,783 ,

respectively.

As of March 31, 2024, the Company’s current liabilities exceeded its current assets by $ 18,532,909 and

has an accumulated deficit of $ 67,909,611 .

As of March 31, 2024, the Company had $ 990 of cash.

the Optilan Liquidation raises serious concerns about the viability of the Optilan (UK) Limited entity and related operations of the

Optilan subsidiaries.

NOTE 3 – LIQUIDITY AND GOING CONCERN

The Company generated net losses of $ 2,953,104

and $ 18,917,360 during the six months ended June 30, 2024 and 2023, respectively, and net cash used in operating activities of $ 313,725

and ($ 2,483,389 ), respectively.

As of June 30, 2024, the Company’s current liabilities exceeded its current assets by $ 19,044,331

and has an accumulated deficit of $ 70,319,873 .

As of June 30, 2024, the Company had $ 953 of cash.

Lastly, the Optilan Liquidation no longer

raises serious concerns about the viability of the Optilan (UK) Limited entity and related operations of the Optilan subsidiaries.

The Company will require additional funding during

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

NOTE 4 – BUSINESS

Wildlife Specialists, LLC and Remote Intelligence,

NOTE 4 – BUSINESS ACQUISITIONS

Wildlife Specialists, LLC and Remote

Intelligence, LLC

On August 30, 2021, the Company closed two separate

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liabilities for the fair value of the assets and liabilities recognized at the date of acquisition:

Schedule of condensed consolidated balance sheet

Schedule of acquired assets and assumed

Consideration

Purchase price

The allocation of the total purchase price to the tangible and

intangible assets acquired and liabilities assumed by DarkPulse based on the estimated fair values as of August 29, 2021 was as follows:

Schedule of fair value of assets and liabilities in acquisition

The allocation of the total purchase price to

the tangible and intangible assets acquired and liabilities assumed by DarkPulse based on the estimated fair values as of August 29,

2021 was as follows:

Schedule of fair values

assets acquired and liabilities

(Amounts in US$’s)

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TJM Electronics West, Inc.

On September 8, 2021,

the Company entered into and closed the Stock Purchase Agreement with TJM Electronics West, Inc., an Arizona corporation (“ TJM ”),

and TJM’s shareholders, pursuant to which we agreed to purchase all of the equity interests in TJM in exchange for $ 450,000 .

is now a wholly-owned subsidiary of the Company.

On September 8, 2021, the Company entered into

and closed the Stock Purchase Agreement with TJM Electronics West, Inc., an Arizona corporation (“ TJM ”), and TJM’s

shareholders, pursuant to which we agreed to purchase all of the equity interests in TJM in exchange for $ 450,000 .

TJM is now a wholly-owned

subsidiary of the Company.

The Company has accounted for the purchase using

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liabilities for the fair value of the assets and liabilities recognized at the date of acquisition:

Schedule of fair value of assets and liabilities in acquisition

Schedule of fair values

assets acquired and liabilities

Accounts receivable

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liabilities for the fair value of the assets and liabilities recognized at the date of acquisition:

Schedule of condensed consolidated balance sheet

Schedule of acquired assets and assumed

Consideration

Purchase price

The allocation of the total purchase price

to the tangible and intangible assets acquired and liabilities assumed by the Company based on the fair values as of October 1, 2021 was

Schedule of fair value of assets and liabilities in acquisition

The allocation of the total purchase price to the tangible and intangible

assets acquired and liabilities assumed by the Company based on the fair values as of October 1, 2021 was as follows:

Schedule of fair values

assets acquired and liabilities

(Amounts in US$’s)

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NOTE 5 – REVENUE

The following table is a summary of the Company’s

timing of revenue recognition for the three months ended March 31, 2024 and 2023:

Schedule of timing of revenue recognition

The following table is a summary of the Company’s timing of

revenue recognition for the three and six months ended June 30, 2024 and 2023:

Schedule of timing of revenue

Three Months Ended

Six Months Ended

Services and products transferred at a point in time

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Total revenue

The Company disaggregates revenue by source and

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, 2024 and 2023:

The Company disaggregates revenue by source and 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 and six

months ended June 30, 2024 and 2023:

Schedule of revenue by source

Three Months Ended

Six Months Ended

Total revenue

Revenue by geographic destination consisted of

the following for the three months ended March 31, 2024 and 2023:

Revenue by geographic destination consisted of the following for the

three and six months ended June 30, 2024 and 2023:

Schedule of revenue by geographic destination

Three Months Ended

Six Months Ended

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

Contract liabilities on March 31, 2024 are $ 0 upon the deconsolidation

Contract liabilities on June 30, 2024 are $ 0 upon the deconsolidation

related to the Optilan liquidation.

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NOTE 6 – ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following

as of March 31, 2024 and December 31, 2023:

Accounts receivable

consisted of the following as of June 30, 2024 and December 31, 2023:

Schedule of accounts receivable

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Accounts receivable, net

The Company performed an analysis of the trade

receivables related to Optilan (UK) Limited and determined that an additional $ 2,364,977 may not be collectible pursuant to the Optilan

As of March 31, 2023, the Company recorded a bad debt provision for this amount.

The Company performed an analysis of the

trade receivables related to Wildlife Specialists and determined that $ 5,458 is uncollectible.

As of June 30, 2023, the Company

recorded a bad debt provision for this amount.

NOTE 7 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following

as of March 31, 2024 and December 31, 2023:

Property and equipment

consisted of the following as of June 30, 2024 and December 31, 2023:

Schedule of property and equipment

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Property and equipment, net

NOTE 8 – GOODWILL AND OTHER INTANGIBLE

The following is a summary of activity of goodwill

for the three months ended March 31, 2024:

Schedule of activity of goodwill

NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS

The following

is a summary of activity of goodwill for the three months ended June 30, 2024:

Schedule of goodwill activity

Balances at December 31, 2023

Impairment of goodwill pertaining to Optilan

Balances at March 31, 2024

Patents - Intrusion Detection Intellectual

Balances at June 30, 2024

Patents - Intrusion Detection Intellectual Property

The Company relies on patent laws and restrictions

on disclosure to protect its intellectual property rights.

As of March 31, 2024 and 2023, the Company held three U.S.

As of June 30, 2024 and 2023, the Company held three U.S.

and foreign patents

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

For the years ended March 31, 2024 and 2023, the

Company had patent amortization costs on its intrusion detection technology totaling $ 14,212 and $ 75,087 , respectively.

Patents costs

are being amortized over the remaining life of each patent, which is from 7 to 16 years .

For the six months ended June 30, 2024 and

2023, the Company had patent amortization costs on its intrusion detection technology totaling $ 25,514 and

respectively.

Patents costs are being amortized over the remaining life of each patent, which is from 7

to 16 years .

The DPTI issued patents cover a System and Method

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

The following is a summary of the DPTI patents:

The following

is a summary of the DPTI patents:

Schedule of patents

accumulated amortization

For the three months ended March 31, 2024

and 2023, the Company amortized $ 0 and

respectively.

Future expected amortization of patents is

Schedule of future expected amortization of patent

For the six months ended June 30, 2024 and 2023, the Company amortized $25,524 and $25,514, respectively.

Future expected

amortization of patents is as follows:

Schedule of future expected amortization of patents

As of December 31,

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under ASC 323-10-30-2.

During the three months

ended March 31, 2024, the Company contributed $ 0 to the joint venture and recorded a loss on the equity investment of $ 0 .

During the six months ended June 30, 2024, the

Company contributed $ 0 to the joint venture and recorded a loss on the equity investment of $ 0 .

NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED

Accounts payable and accrued expenses consisted

of the following as of March 31, 2024 and December 31, 2023:

of the following as of June 30, 2024 and December 31, 2023:

Schedule of accounts payable and accrued expenses

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

issue of the debt security as of December 31, 2023 and 2022.

In 2023 management determined the expected volatility of 106.90 %, a risk-free

rate of interest of 5.48 %, and contractual lives of the debt of three months.

issue of the debt security as of June 30, 2024 and December 31, 2023.

In 2024 management determined the expected volatility of 164.21 %,

a risk-free rate of interest of 5.48 %, and contractual lives of the debt of three months.

Management made the determination to

use an expected life rather than contractual life for the calculations for the matured debt as of December 31, 2023 and 2022.

On August 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

In 2023 management determined the expected volatility

of 106.90 %, a risk-free rate of interest of 5.48 %, and contractual lives of the debt of three months.

Management made the determination

to use an expected life rather than contractual life for the calculations for the matured debt as of June 30, 2024 and December 31, 2023.

On August 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.

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.

On September 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 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.

On September 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.

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).

On December 4, 2023, the Company entered into

a convertible note for a principal of $ 51,150 , which was funded on December 7, 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 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 (see Note 16).

On December 4, 2023, the Company entered into a convertible note for a principal of $ 51,150 , which was funded

on December 7, 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 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.

As of both March 31, 2024 and December 31,

2023, there was $ 166,650

of convertible debt outstanding and a derivative liability of $ 108,958 .

The summary of convertible notes are:

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.

As of both June 30, 2024 and December 31, 2023,

there was $ 91,971 and $ 120,925 of convertible debt outstanding respectively, and a derivative liability of $ 94,759 and $ 108,958 respectively.

The summary of

convertible notes is as follows:

Schedule of convertible notes

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Convertible notes, net

As of March 31, 2024, all outstanding convertible

debt is default.

Notes Payable

On 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 ”).

On 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

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.

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

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 March 31, 2024

and December 31, 2023, $ 0

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, 2024 and December 31, 2023, $ 2,435,691

and $ 1,923,868 remains outstanding.

As of March 31, 2024, the GS note is in default.

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

Loans Payable

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The following is a summary of the loans

payable at March 31, 2024 and December 31, 2023:

payable at June 30, 2024 and December 31, 2023:

Schedule of loans

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2010, the date of the Debenture.

On April 24, 2017 DPTI issued a replacement secured term Debenture in the same CAD 1,500,000 amount as

the original Debenture.

On April 24, 2017 DPTI issued a replacement secured term Debenture in the same CAD 1,500,000 amount

as the original Debenture.

The interest rate is the Bank of Canada Prime overnight rate plus 1% per annum.

The Debenture had an initial required

payment of CAD 42,000 (US$33,385) due on April 24, 2018 for reimbursement to the University of its research and development costs, and

this has been paid.

The Debenture had an initial

required payment of CAD 42,000 (US$33,385) due on April 24, 2018 for reimbursement to the University of its research and development

costs, and this has been paid.

Interest-only maintenance payments are due annually starting after April 24, 2018.

Payment of the principal begins

on the earlier of (a) three years following two consecutive quarters of positive earnings before interest, taxes, depreciation and amortization,

(b) six years from April 24, 2017, or (c) in the event DPTI fails to raise defined capital amounts or secure defined contract amounts

by April 24 in the years 2018, 2019, and 2020.

The Company has raised funds in excess of the amount required for 2020, 2019 and 2018.

in 2023, The principal repayment amounts will be due quarterly over a six year period in the amount of Canadian Dollars 62,500.

on the exchange rate between the Canadian Dollar and the U.S.

Dollar on December 31, 2018, the quarterly principal repayment amounts will

be US$48,447.

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, and granted a lien on them pursuant to an Escrow Agreement dated April 24, 2017, between DPTI and the University.

Payment of the principal

begins on the earlier of (a) three years following two consecutive quarters of positive earnings before interest, taxes, depreciation

and amortization, (b) six years from April 24, 2017, or (c) in the event DPTI fails to raise defined capital amounts or secure defined

contract amounts by April 24 in the years 2018, 2019, and 2020.

The Company has raised funds in excess of the amount required for 2020,

2019 and 2018.

Beginning in 2023, The principal repayment amounts will be due quarterly 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 December 31, 2018, the quarterly principal

repayment amounts will be US$48,447.

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, and granted a lien on them pursuant to an Escrow Agreement dated April 24, 2017,

between DPTI and the University.

The Debenture was initially recorded at the $1,491,923

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To date, no royalties have been paid.

For the three months ended March 31, 2024, and

2023, the Company recorded interest expense of $ 0 and $ 28,275 , respectively.

As of March 31, 2024 and December 31, 2023, the debenture

liability totaled $ 1,099,250

and $ 1,099,250 ,

respectively.

For the six months ended June 30, 2024, and 2023, the Company recorded

interest expense of $ 77,644 and $ 28,275 , respectively.

As of June 30, 2024 and December 31, 2023, the debenture liability totaled $ 1,099,250

and $ 1,099,250 , respectively.

NOTE 13 – LEASES

The following was included in our balance sheet

as of March 31, 2024 and December 31, 2023:

The following was

included in our balance sheet as of June 30, 2024 and December 31, 2023:

Schedule of operating lease

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The weighted average remaining lease term and

weighted average discount rate at March 31, 2024 and December 31, 2023 were as follows:

weighted average discount rate at June 30, 2024 and December 31, 2023 were as follows:

Schedule of weighted average remaining lease term and

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Operating Leases

On January 12, 2021, the Company’s newly

acquired subsidiary entered into an operating lease agreement to rent office space in Mumbai, India.

This three-year agreement commenced

January 12, 2021 with an annual rent of approximately $ 50,000 .

On May 27, 2021, the Company’s newly acquired

subsidiary entered into an operating lease agreement to rent office space in Warwick, United Kingdom.

This ten-year agreement commenced

May 27, 2021 with an annual rent of approximately $ 85,000 with the first six months rent free.

On August 31, 2021, the Company’s newly

acquired subsidiary entered into an operating lease agreement to rent office space in Tempe, Arizona.

This five-year agreement commenced

August 31, 2021 with an annual rent of approximately $ 192,000 .

On October 20, 2021, the Company’s newly

acquired subsidiary entered into an operating lease agreement to rent office space in Warwick, United Kingdom.

This ten-year agreement

commenced October 20, 2021 with an annual rent of approximately $ 200,000 with the first six months rent free.

On March 9, 2022, the Company entered into an

operating lease agreement to rent office space in Houston, Texas.

On January 12, 2021, the Company’s newly acquired subsidiary

entered into an operating lease agreement to rent office space in Mumbai, India.

This three-year agreement commenced January 12, 2021

with an annual rent of approximately $ 50,000 .

On May 27, 2021, the Company’s newly acquired subsidiary entered

into an operating lease agreement to rent office space in Warwick, United Kingdom.

This ten-year agreement commenced May 27, 2021 with

an annual rent of approximately $ 85,000 with the first six months rent free.

On August 31, 2021, the Company’s newly acquired subsidiary entered

into an operating lease agreement to rent office space in Tempe, Arizona.

This five-year agreement commenced August 31, 2021 with an annual

rent of approximately $ 192,000 .

On October 20, 2021, the Company’s newly acquired subsidiary

entered into an operating lease agreement to rent office space in Warwick, United Kingdom.

This ten-year agreement commenced October 20,

2021 with an annual rent of approximately $ 200,000 with the first six months rent free.

On March 9, 2022, the Company entered into an operating lease agreement

to rent office space in Houston, Texas.

This ten-year agreement commenced March 9.

2022 with an annual rent

of approximately $ 81,000 with the first twelve months rent free.

On June 28, 2023, the Company recognized a gain

on deconsolidation of $1,642,146 related to Optilan (UK) and its subsidiaries leases.

2022 with an annual rent of approximately $ 81,000 with

the first twelve months rent free.

On June 28, 2023, the Company recognized a gain on deconsolidation

of $1,642,146 related to Optilan (UK) and its subsidiaries leases.

NOTE 14 - STOCKHOLDERS' EQUITY (DEFICIT)

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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, 2024 and December 31, 2023, there were 88,335 and 88,335 total preferred shares issued and outstanding

for all classes, respectively.

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

As of March 31, 2024 and December 31, 2023, there were 8,330,852,145

and 8,100,117,720 common shares issued,

respectively.

As of March 31, 2024 and December 31, 2023, there were 8,330,852,145

and 8,100,117,720 common shares outstanding,

respectively.

As of June 30,

2024 and December 31, 2023, there were 88,335 and 88,335 total preferred shares issued and outstanding for all classes, respectively.

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

As of June 30, 2024 and December 31, 2023, there were 8,928,508,901 and 8,100,117,720 common shares issued, respectively.

As of June 30, 2024 and December 31, 2023, there were 8,928,508,901 and 8,100,117,720 common shares outstanding, respectively.

2022 Transactions

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2023 Transactions

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

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 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

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.

Below is a table of all puts made by the Company

under the 2022 EFA during 2024:

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

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.

Below is a table of all puts made by the Company under the 2022 EFA

Schedule of equity financing agreement

Number of Common Shares Issued

Total Proceeds, Net of Discounts

Effective Price per Share

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

Number of Common

Shares Issued

Total Proceeds, Net of

Effective Price

* 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

of a dispute between certain stockholders in which the Company decided, during the period ended June 30, 2023, to issue shares to settle

In January 2023, the Company issued 297,000,000

shares of common stock to the individuals.

In January 2023, the Company issued 297,000,000 shares of common stock to the individuals.

The fair value of $ 1,989,900 ,

per share, was included in professional fees in the consolidated statements of operations in the three months ended March 31,

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

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

Stock Options

As of March 31, 2024 and December

31, 2023, the Company had no outstanding

As of June 30, 2024 and December 31, 2023, the Company had no outstanding

stock options.

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On or about April 21, 2023, the State Court ruled

in the Company’s favor on its motion for partial summary judgment on its Exchange Act defense, holding that (i) Carebourn is

a “dealer” under the Exchange Act in violation of the mandatory registration requirement imposed thereby, and (ii) all

contracts between the parties are void.

in the Company’s favor on its motion for partial summary judgment on its Exchange Act defense, holding that (i) Carebourn is a “dealer”

under the Exchange Act in violation of the mandatory registration requirement imposed thereby, and (ii) all contracts between the parties

On or about November 17, 2023, the State Court

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and awarded damages for Carebourn’s violation of Minn.

§ 80A.76(d) in the amount of $124,012.91, attorney’s

fees in the amount of $239,923.33 and costs in the amount of $23,757.24 (or a total award in the amount of $387,693.48).

On or about March 23, 2024, Carebourn appealed

the final judgment entered by the State Court against Carebourn and in favor of the Company.

§ 80A.76(d) in the amount of $124,012.91, attorney’s fees

in the amount of $239,923.33 and costs in the amount of $23,757.24 (or a total award in the amount of $387,693.48).

On or about March 23, 2024, Carebourn appealed the final judgment entered

by the State Court against Carebourn and in favor of the Company.

On or about March 25, 2024, the Minnesota Appellate

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and (b) If the answer to (a) is yes, must this appeal be dismissed as untimely.

On or about April 4, 2024, DarkPulse filed

its informal briefing in response with the Appellate Court.

On or about April 4, 2024, DarkPulse filed its informal

briefing in response with the Appellate Court.

The Company is currently awaiting a decision from the Appellate Court.

As of the date hereof, Carebourn has

refused to voluntarily satisfy the final judgment.

Accordingly, the Company intends to exercise all legal rights and remedies

available to it to collect the amounts awarded.

As of the date hereof, Carebourn has refused to

voluntarily satisfy the final judgment.

Accordingly, the Company intends to exercise all legal rights and remedies available to it to

collect the amounts awarded.

DarkPulse intends to continue to exercise all

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On or about December 11, 2023, the Minnesota State

Court ruled in the Company’s favor on its motion for summary judgment on its (a) Exchange Act defense, holding that (1) More

is a “dealer” under the Exchange Act in violation of the mandatory registration requirement imposed thereby, and (ii) all

contracts between the parties are void, and (b) Minnesota Securities Act counterclaims against More and awarded damages for More’s

violation of Minn.

§ 80A.76(d) in the amount of $300,809.39, attorney’s fees in the amount of $110,029.00 and costs

in the amount of $210.25 (or a total award in the amount of $412,048.64).

On or about March 23, 2024, More appealed the

final judgment entered by the State Court against More and in favor of the Company.

Court ruled in the Company’s favor on its motion for summary judgment on its (a) Exchange Act defense, holding that (1) More is

a “dealer” under the Exchange Act in violation of the mandatory registration requirement imposed thereby, and (ii) all contracts

between the parties are void, and (b) Minnesota Securities Act counterclaims against More and awarded damages for More’s violation

§ 80A.76(d) in the amount of $300,809.39, attorney’s fees in the amount of $110,029.00 and costs in the amount

of $210.25 (or a total award in the amount of $412,048.64).

On or about March 23, 2024, More appealed the final judgment entered

by the State Court against More and in favor of the Company.

On or about March 25, 2024, the Minnesota Appellate

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and (b) If the answer to (a) is yes, must this appeal be dismissed as untimely.

On or about April 4, 2024, DarkPulse filed

its informal briefing in response with the Appellate Court.

On or about April 4, 2024, DarkPulse filed its informal

briefing in response with the Appellate Court.

The Company is currently awaiting a decision from the Appellate Court.

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Carebourn Capital et al v.

Standard Registrar

and Transfer et al

Standard Registrar and Transfer et al

On or about May 20, 2022, Carebourn and More (together

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Securities and Exchange Commission against Carebourn in the United States District Court for the District of Minnesota.

On or about November 1, 2023, the Noteholders

moved to dismiss the action.

On or about November 2, 2023, the Company moved

for sanctions against the Noteholders and their counsel of record.

On or about November 1, 2023, the Noteholders moved to dismiss the

On or about November 2, 2023, the Company moved for sanctions against

the Noteholders and their counsel of record.

On or about December 4, 2023, the Court entered

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motion for sanctions against the Noteholders and their attorneys.

On May 22, 2024, the Court scheduled oral arguments

on the Company’s sanction motion on July 2, 2024.

On May 22, 2024, the Court scheduled oral arguments on the Company’s

sanction motion on July 2, 2024.

DarkPulse, Inc.

FirstFire Global Opportunities

Fund, LLC, and Eli Fireman

FirstFire Global Opportunities Fund, LLC, and

On or about December 31, 2021, the Company commenced

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the Court’s decision to the United States Court of Appeals for the Second Circuit (“ Second Circuit ”).

Oral arguments were held before the Second Circuit

on the Company’s appeal on December 11, 2023.

Oral arguments were held before the Second Circuit on the Company’s

appeal on December 11, 2023.

On March 28, 2024, the Second Circuit issued its

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(b) improperly made a ruling on the merits of the Company’s claims for relief.

As a result, the Second Circuit affirmed the

District Court’s decision in part, vacated in part and remanded the case back to the District Court for transferring to the United

States District Court for the District of Delaware.

As a result, the Second Circuit affirmed the District

Court’s decision in part, vacated in part and remanded the case back to the District Court for transferring to the United States

District Court for the District of Delaware.

As of the date hereof, this action has not yet

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DarkPulse, Inc., et al v.

Crown Bridge Partners,

Crown Bridge Partners, LLC, et al

On or about September 23, 2022, the Company, Social

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of the plaintiffs for damages pursuant to RICO.

On or about September 29, 2023, the Court granted

the Crown Bridge Defendants’ motion to dismiss the plaintiffs’ complaint.

On October 23, 2023, the plaintiffs appealed the

Court’s decision to the Second Circuit.

On or about September 29, 2023, the Court granted the Crown Bridge

Defendants’ motion to dismiss the plaintiffs’ complaint.

On October 23, 2023, the plaintiffs appealed the Court’s decision

to the Second Circuit.

As of the date hereof, the appeal is fully briefed.

The Company remains committed to actively litigating

its claims for relief under RICO.

The Company remains committed to actively litigating its claims for

relief under RICO.

On July 24, 2024 The Company resolved certain

disputes with one of its lenders, GS Capital Partners LLC (“GS”), on terms mutually agreeable to both Darkpulse and GS.

Specifically,

DarkPulse and GS compromised over $2,600,000 of debt owed to GS in return for issuing shares to GS, as provided by the settlement agreement

between the parties.

This settlement is expected to be approved by the District Court for Clark County, Nevada,on or about August 15,

2024, and such approval will also resolve the collaborative proceeding initiated in such court to obtain approval of the settlement under

Section 3(A)(10) of the Securities Act.

Importantly, through this settlement, DarkPulse was able to negotiate a strict leak-out clause

concerning the shares issued to GS, which DarkPulse believes will allow it to maintain its going concern value without the distraction

of expensive and protracted litigation.

TJM West, Inc v Thomas J McCarthy Family Limited Partnership

On or about July 25,2023 TJM West filed an action in Maricopa court

against its landlord for illegal lockout from the company’s facilities.

On or about August 18,2023 TJM West’s motion for Temporary Restraining

Order was granted.

September 27, 2023 TJM West counsel motion to withdraw was accepted.

On or about October 6, 2923.

TJM West hired new counsel to assist with

a short deadline to file answers to landlords motion.

On or about November 6,2023 TJM West and its counsel mutually agreed

to a withdrawal.

On or about November 6,2023 TJM West engaged new counsel.

On or about May 8,2024 TJM West dropped its motion for Temporary Restraining

On or about May 24,2024 TJM West counsel filed motion to continue discovery.

On or about May 24,2024 TJM West’s counsel left the firm handling

the litigation it was determined in the best interest of the company to terminate its relationship with the law firm.

As of today the

company is interviewing new counsel and evaluating its claims against landlord to determine if it’s financially responsible to incur

additional fees related to exercising TJM’s right against the landlord for terminating the lease.

NOTE 16 – RELATED PARTY TRANSACTIONS

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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;

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

b) Entities for which investments in their equity securities

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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, 2024

and 2023, certain executives of the Company received $ 0

and $ 120,000 ,

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

Remote Intelligence and Wildlife Specialists

Loan Payables

During the six months ended June 30, 2024 and

2023, certain executives of the Company received $ 0 and $ 120,000 , respectively, in Directors fees from Optilan for being members of Optilan’s

Board of Directors.

Remote Intelligence and Wildlife Specialists Loan Payables

RI has a loan payable with the former majority

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non-interest bearing and due on demand.

As of both March 31, 2024 and December 31, 2023, the outstanding balance was $ 226,247 .

As of both June 30, 2024 and December 31, 2023, the outstanding balance was $ 226,247 .

WS has a loan payable with the former majority

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non-interest bearing and due on demand.

As of both March 31, 2024 and December 31, 2023, the outstanding balance was $ 135,500 .

As of both June 30, 2024 and December 31, 2023, the outstanding balance was $ 135,500 .

SPAC Transaction

On October 12, 2022, the Company entered into

and closed the Purchase Agreement (the “Agreement”) pursuant to which the Company purchased 2,623,120 shares of

Class B Common Stock (the “Class B Common Stock”) and 4,298,496 Private Placement Warrants, each of which is exercisable

to purchase one share of Class A Common Stock (the “Warrants,” together, with the Class B Common Stock, the “Securities”)

of Gladstone Acquisition Corp., a Delaware corporation (NASDAQ:

GLEE) (the “SPAC”), from Gladstone Sponsor, LLC (“Original

Sponsor”) for $ 1,500,000 (the “Purchase Price”).

The SPAC subsequently changed its name to Global Systems Dynamics,

As of March 31, 2024 and December 31, 2023, the

Company’s $ 1,500,000 investment in GSD was accounted for as cost.

and closed the Purchase Agreement (the “Agreement”) pursuant to which the Company purchased 2,623,120

shares of Class B Common Stock (the “Class B Common Stock”) and 4,298,496

Private Placement Warrants, each of which is exercisable to purchase one share of Class A Common Stock (the “Warrants,”

together, with the Class B Common Stock, the “Securities”) of Gladstone Acquisition Corp., a Delaware corporation (NASDAQ:

GLEE) (the “SPAC”), from Gladstone Sponsor, LLC (“Original Sponsor”) for $ 1,500,000

(the “Purchase Price”).

The SPAC subsequently changed its name to Global Systems Dynamics, Inc.

In addition to the payment of the Purchase

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liabilities of the Original Sponsor related to the SPAC.

The principal balance of this note shall be payable by GSD on the

earlier to occur of:

(i) the date on which GSD consummates its initial business combination (the “Business Combination”)

and (ii) the date that the winding up of GSD is effective.

The principal balance of this note shall be payable by GSD on the earlier

(i) the date on which GSD consummates its initial business combination (the “Business Combination”) and

(ii) the date that the winding up of GSD is effective.

The note does not bear interest.

On February 7, 2023 and March 9, 2023,

GSD issued a non-convertible promissory note in the aggregate principal amount of $ 167,894 ($83,947

per month) to the Company in connection with the extension of the termination date for the GSD’s initial business combination.

As of March 31, 2024 and December 31, 2023, the outstanding note receivable was $ 29,817

On February 7, 2023 and March 9, 2023, GSD

issued a non-convertible promissory note in the aggregate principal amount of $ 167,894

($83,947 per month) to the Company in connection with the extension of the termination date for the GSD’s initial business

As of June 30, 2024 and December 31, 2023, the outstanding note receivable was $ 0 and

respectively.

As of March 31, 2024 and December 31, 2023,

the Company has $ 30,000 and $ 0 ,

respectively, owed from GSD and included as due from related party on the consolidated balance sheet.

These advances were made to pay

for certain expenses on behalf of the SPAC, as well as $120,000 in accrued management fees.

The advances are unsecured, non-interest

bearing and due on demand.

On January 24,2024 the SPAC was terminated and the outstanding due from related party was determined to be

uncollectible, therefore, written off as bad debt as of December 31, 2023.

As of June 30, 2024 and December 31, 2023, the

Company has $ 0 and $ 0 , respectively, owed from GSD and included as due from related party on the consolidated balance sheet.

These advances

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

The advances are unsecured,

non-interest bearing and due on demand.

On January 24,2024 the SPAC was terminated and the outstanding due from related party was determined

to be uncollectible, therefore, written off as bad debt as of December 31, 2023 and the remaining as of June 30, 2024.

NOTE 17 – SUBSEQUENT EVENTS

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enforcing the judgments.

On May 2, 2024, we entered

into a Stock Purchase Agreement with an investor for the purchase of 104,166,667 shares of Common Stock for a total consideration of $50,000.

On May 20, 2024 the Company

entered into a Stock Purchase Agreements with investors for the purchase of 288,888,889 shares of Common Stock for a total consideration

On May 23, 2024 the Company

entered into a Stock Purchase Agreement with an investor for the purchase of 22,222,222 shares of Common Stock for a total consideration

On June 9, 2024

the Company entered into a Stock Purchase Agreement with an investor for the purchase of 48,888,888 shares of Common Stock for a total

consideration of $22,000.

On May 2, 2024, we entered into a Stock Purchase

Agreement with an investor for the purchase of 104,166,667 shares of Common Stock for a total consideration of $50,000.

On May 20, 2024 the Company entered into a Stock

Purchase Agreements with investors for the purchase of 288,888,889 shares of Common Stock for a total consideration of $130,000.

On May 23, 2024 the Company entered into a Stock

Purchase Agreement with an investor for the purchase of 22,222,222 shares of Common Stock for a total consideration of $10,000.

On June 9, 2024 the Company entered into a Stock

Purchase Agreement with an investor for the purchase of 48,888,888 shares of Common Stock for a total consideration of $22,000.

On June 18, 2024 the Company entered into a Stock

Purchase Agreement with an investor for the purchase of 22,222,222 shares of Common Stock for a total consideration of $10,000.

On July 1, 2024 the Company entered into a Stock

Purchase Agreement with an investor for the purchase of 111,111,111 shares of Common Stock for a total consideration of $50,000.

On July 9, 2024 the Company entered into a Stock

Purchase Agreement with an investor for the purchase of 111,111,111 shares of Common Stock for a total consideration of $50,000.

On July 12, 2024 the Company entered into a Stock

Purchase Agreement with an investor for the purchase of 33,333,333 shares of Common Stock for a total consideration of $15,000.

On July 15, 2024 the Company entered into a Stock

Purchase Agreement with an investor for the purchase of 88,888,888 shares of Common Stock for a total consideration of $40,000.

On July 18, 2024 the Company entered into a Stock

Purchase Agreement with an investor for the purchase of 22,222,222 shares of Common Stock for a total consideration of $10,000.

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