UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(RULE 14C-101)
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
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Preliminary
Information Statement |
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Definitive
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)) |
DARKPULSE, INC.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the Appropriate Box):
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No
fee required |
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11. |
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number of securities to which the transaction applies: |
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was
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Proposed
maximum aggregate value of transaction: |
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Fee
paid previously with preliminary materials |
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check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing. |
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Amount
previously paid: |
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DARKPULSE, INC.
350 5th Ave, 59th Floor
New York, New York 10018
(800) 436-1436
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
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New York, New York
January 29, 2020
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This information statement has been mailed on or about January 28,
2020 to the stockholders of record on January 9, 2020 (the “Record
Date”) of Darkpulse, Inc., a Delaware corporation (the "Company"),
in connection with a certain action to be taken by the written
consent by stockholders holding a majority of the voting shares of
the Company, dated as of July 1, 2019. The action to be taken
pursuant to the written consent shall be taken on or about February
18, 2020, 20 days after the mailing of this information
statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO
STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL
BE DESCRIBED HEREIN.
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By Order of the Board of Directors,
/s/ Dennis M. O’Leary
Chief Executive Officer and Chairman
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NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF
STOCKHOLDERS HOLDING A MAJORITY OF THE VOTING SHARES OF THE COMPANY
IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED JULY 1,
2019
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action will be taken
pursuant to a written consent of stockholders holding a majority of
the issued and outstanding shares of the Company dated July 1,
2019, in lieu of a special meeting of the stockholders. Such action
will be taken on or about February 18, 2020:
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To
amend the Company's Certificate of Incorporation, as amended (the
“Certificate of Incorporation”), to increase the number of
authorized shares of common stock, par value $0.01 per share (the
“Common Stock”), of the Company from 3,000,000,000 shares to
20,000,000,000 shares. |
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization
consisted of 3,000,000,000 shares of Common Stock, of which
1,392,042,112 shares were issued and outstanding as of the Record
Date. Holders of Common Stock of the Company have no preemptive
rights to acquire or subscribe to any of the additional shares of
Common Stock. The Company is authorized to issue up to 2,000,000
shares of preferred stock. On July 12, 2018, the Company filed a
Certificate of Designation with the State of Delaware amending the
designation of its previously designated “Class D Voting Preferred
Stock,” designating 100,000 shares of the Company’s preferred stock
as “Series D Preferred Stock.” As of July 18, 2018, all shares of
the Company’s Class A Voting Preferred Stock, Class B Voting
Preferred Stock, and Class C Voting Preferred Stock had been
returned to the Company and cancelled. There are presently 88,235
shares of Series D Preferred Stock outstanding.
Each share of common stock entitles its holder to one vote on each
matter submitted to the stockholders. Each share of Series D
Preferred Stock entitles the holder to 6,000 votes on all matters
submitted to a vote of the Company’s stockholders and is
convertible at the election of the holder into a number of shares
of common stock equal to the number of outstanding shares of stock
of the Company multiplied by 5 ⅔, divided by the number of
outstanding shares of Series D Preferred Stock. However, because
stockholders holding at least a majority of the voting rights of
all outstanding shares of capital stock as of February 7, 2019 have
voted in favor of the foregoing proposal by resolution dated
February 7, 2019; and having sufficient voting power to approve
such proposals through their ownership of capital stock, no other
stockholder consents will be solicited in connection with this
Information Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934,
as amended, the action will not be adopted until a date at least 20
days after the date on which this Information Statement has been
mailed to the stockholders. The Company anticipates that the
actions contemplated herein will be effected on or about the close
of business on February 18, 2020.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial
owners of the Common Stock held of record by such persons and will
reimburse such persons for out-of-pocket expenses incurred in
forwarding such material.
This Information Statement will serve as written notice to
stockholders pursuant to Section 222 of the Delaware General
Corporation Law of the State of Delaware.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
This Information Statement is being furnished to you pursuant to
Section 14 of the Securities Exchange Act of 1934 to notify the
Company's shareholders as of the close of business on the Record
Date of corporate action expected to be taken pursuant to the
consents or authorizations of shareholders representing a majority
of the Company’s Common Stock.
Shareholders holding a majority of the Company's outstanding voting
stock voted in favor of the corporate matter outlined in this
Information Statement, which action is expected to take place on or
about February 18, 2020. The matter relates to the approval to
authorize an increase in the number of authorized shares of the
Company's Common Stock from 3,000,000,000 to 20,000,000,000 shares
of common stock.
WHO IS ENTITLED TO NOTICE?
Each outstanding share of Common Stock as of record on the Record
Date will be entitled to notice of each matter to be voted upon
pursuant to consents or authorizations. Shareholders as of the
close of business on the Record Date that held in excess of fifty
percent (50%) of the Company's outstanding voting shares voted in
favor of the actions. Under Delaware corporate law, all the
activities requiring shareholder approval may be taken by obtaining
the written consent and approval of more than 50% of the holders of
voting stock in lieu of a meeting of the shareholders. No action by
the minority shareholders in connection with the action is
required.
WHAT CONSTITUTES THE VOTING SHARES OF THE COMPANY?
The voting power entitled to vote on the actions consists of the
vote of the holders of a majority of the voting power of the Common
Stock, each of whom is entitled to one vote per share. Each share
of Series D Preferred Stock entitles the holder to 6,000 votes on
all matters submitted to a vote of the Company’s stockholders and
is convertible at the election of the holder into a number of
shares of common stock equal to the number of outstanding shares of
common stock of the Company multiplied by 5 ⅔, divided by the
number of outstanding shares of Series D Preferred Stock. As of the
Record Date, 1,392,042,112 shares of Common Stock were issued and
outstanding.
WHAT CORPORATE MATTERS WILL THE SHAREHOLDERS VOTE FOR, AND HOW
WILL THEY VOTE?
Shareholders holding a majority of our voting stock have voted in
favor of the following action:
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To amend the Company's Certificate of Incorporation, as amended
(the “Certificate of Incorporation”), to increase the number of
authorized shares of common stock, par value $0.01 per share (the
“Common Stock”), of the Company from 3,000,000,000 shares to
20,000,000,000 shares.
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WHAT VOTE IS REQUIRED TO APPROVE THE ACTIONS?
The affirmative vote of a majority of the shares of our voting
stock outstanding on July 1, 2019, is required for approval of the
action. A majority of the outstanding voting shares of voting stock
voted in favor of the action.
STOCK OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information, as of July 1,
2019 with respect to the beneficial ownership of the outstanding
common stock by (i) any holder of more than five (5%) percent; (ii)
each of our executive officers and directors; and (iii) our
directors and executive officers as a group. Except as otherwise
indicated, each of the stockholders listed below has sole voting
and investment power over the shares beneficially owned.
Name
of Beneficial Owner (1) |
Common
Stock
Beneficially
Owned |
Percentage
of
Common Stock (2) |
Total
Equivalent
Voting of all
Equity Shares (5) |
Percentage
of
Voting Power |
Dennis
O’Leary* (3) (4) |
943,646,530 |
65.17% |
405,882,000 |
54.36% |
Dr.
Thomas A Cellucci (3) |
131,293,348 |
9.07% |
56,472,000 |
7.56% |
Dr.
Anthony Brown* (3) |
82,051,368 |
5.67% |
35,292,000 |
4.73% |
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All
officers and directors as group (2 people) |
1,025,697,898 |
70.83% |
441,174,000 |
59.09% |
* Executive officer and/or director.
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(1) |
Except
as otherwise indicated, the address of each beneficial owner is c/o
Darkpulse, Inc., 350 5th Avenue, 59th Floor,
New York, New York 10118. |
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(2) |
Applicable
percentage ownership is based on 217,207,106 shares of common stock
outstanding as of July 1, 2019, together with securities
exercisable or convertible into shares of common stock within 60
days of July 1, 2019 for each stockholder. Beneficial ownership is
determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock that are
currently exercisable or exercisable within 60 days of July 1, 2019
are deemed to be beneficially owned by the person holding such
securities for the purpose of computing the percentage of ownership
of such person, but are not treated at outstanding for the purpose
of computing the percentage ownership of any other
person. |
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(3) |
Represents
shares of common stock issuable upon conversion of Series D
Preferred Stock as of July 1, 2019. On July 12, 2018, the
Company filed a Certificate of Designation with the State of
Delaware amending the designation of its previously designated
“Class D Voting Preferred Stock,” designating 100,000 shares of the
Company’s preferred stock as “Series D Preferred Stock.” There are
presently 88,235 shares of Series D Preferred Stock outstanding.
Each share of common stock entitles its holder to one vote on each
matter submitted to the stockholders. Each share of Series D
Preferred Stock entitles the holder to 6,000 votes on all matters
submitted to a vote of the Company’s stockholders and is
convertible at the election of the holder into a number of shares
of common stock equal to the number of outstanding shares of stock
of the Company multiplied by 5 ⅔, divided by the number of
outstanding shares of Series D Preferred Stock. |
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(4) |
Includes
securities held by Fantastic North America Inc. Mr. O’Leary, our
Chairman of the Board and Co-Chief Executive Officer, is the sole
owner and executive officer of Fantastic North America
Inc. |
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(5) |
In
the event the Series D Convertible Preferred Stock was converted in
full into shares of Common Stock as of July 1, 2019, the Company
would issue an additional 1,230,840,267 shares of Common Stock
resulting in the total issued and outstanding shares of Common
Stock being increased to 1,448,047,373 This assumes all preferred
holders converted simultaneously. |
No Director, executive officer, affiliate or any owner of record or
beneficial owner of more than 5% of any class of voting securities
of the Company is a party adverse to the Company or has a material
interest adverse to the Company.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO
INCREASE OF AUTHORIZED SHARES
On July 1, 2019, the majority stockholders holding a majority of
the issued and outstanding voting shares of the Company approved an
amendment to the Company’s Certificate of Incorporation, to
increase the number of authorized shares of Common Stock from
3,000,000,000 to 20,000,000,000. The Company currently has
authorized capital stock of 3,000,000,000 shares of Common Stock
and approximately 1,392,042,112 shares of Common Stock are
outstanding as of January 9, 2020. The Company’s Board of Directors
(the “Board”) believes that the increase in authorized common
shares would provide the Company greater flexibility with respect
to the Company’s capital structure for such purposes as additional
equity financings, and stock-based acquisitions.
The terms of the additional shares of Common Stock will be
identical to those of the currently outstanding shares of Common
Stock. However, because holders of Common Stock have no preemptive
rights to purchase or subscribe for any unissued stock of the
Company, the issuance of additional shares of Common Stock will
reduce the current stockholders' percentage ownership interest in
the total outstanding shares of Common Stock. This amendment and
the creation of additional shares of authorized Common Stock will
not alter the current number of issued shares. The relative rights
and limitations of the shares of Common Stock will remain unchanged
under this amendment.
As of January 9, 2020, a total of 1,392,042,112 shares of the
Company's currently authorized 3,000,000,000 shares of Common Stock
are issued and outstanding. The increase in the number of
authorized but unissued shares of Common Stock would enable the
Company, without further stockholder approval, to issue shares from
time to time as may be required for proper business purposes, such
as raising additional capital for ongoing operations, business and
asset acquisitions, stock splits and dividends, present and future
employee benefit programs and other corporate purposes.
The proposed increase in the authorized number of shares of Common
Stock could have a number of effects on the Company's stockholders
depending upon the exact nature and circumstances of any actual
issuances of authorized but unissued shares. The increase could
have an anti-takeover effect, in that additional shares could be
issued (within the limits imposed by applicable law) in one or more
transactions that could make a change in control or takeover of the
Company more difficult. For example, additional shares could be
issued by the Company so as to dilute the stock ownership or voting
rights of persons seeking to obtain control of the Company, even if
the persons seeking to obtain control of the Company offer an
above-market premium that is favored by a majority of the
independent shareholders. Similarly, the issuance of additional
shares to certain persons allied with the Company's management
could have the effect of making it more difficult to remove the
Company's current management by diluting the stock ownership or
voting rights of persons seeking to cause such removal. The Company
does not have any other provisions in its certificate or
incorporation, by-laws, employment agreements, credit agreements or
any other documents that have material anti-takeover consequences.
Additionally, the Company has no plans or proposals to adopt other
provisions or enter into other arrangements, except as disclosed
below, that may have material anti-takeover consequences. The Board
is not aware of any attempt, or contemplated attempt, to acquire
control of the Company, and this proposal is not being presented
with the intent that it be utilized as a type of anti- takeover
device.
Stockholders should recognize that, as a result of this proposal,
they will own a fewer percentage of shares with respect to the
total authorized shares of the Company, than they presently own,
and will be diluted as a result of any issuances contemplated by
the Company in the future.
Except as set forth below, there are currently no plans,
arrangements, commitments or understandings for the issuance of the
additional shares of Common Stock which are proposed to be
authorized:
On July 12, 2018, the Company filed a Certificate of Designation
with the State of Delaware amending the designation of its
previously designated “Class D Voting Preferred Stock,” designating
100,000 shares of the Company’s preferred stock as “Series D
Preferred Stock.” There are presently 88,235 shares of Series D
Preferred Stock outstanding. Each share of common stock entitles
its holder to one vote on each matter submitted to the
stockholders. Each share of Series D Preferred Stock entitles the
holder to 6,000 votes on all matters submitted to a vote of the
Company’s stockholders and is convertible at the election of the
holder into a number of shares of common stock equal to the number
of outstanding shares of stock of the Company multiplied by 5 ⅔,
divided by the number of outstanding shares of Series D Preferred
Stock. In the event the Series D Convertible Preferred Stock was
converted in full into shares of Common Stock as of December 20,
2018, the Company would issue an additional 508,389,880 shares of
Common Stock resulting in the total issued and outstanding shares
of Common Stock being increased to 597,870,447.
On July 17, 2018, the Company entered into a securities purchase
agreement with Carebourn Capital L.P., (“Carebourn”) issuing to
Carebourn a convertible promissory note in the aggregate principal
amount of $189,750 with a $24,750 original issue discount and
$15,000 in transactional expenses due to Carebourn. The note bears
interest at 12% per annum and may be converted into common shares
of DPI's common stock at a conversion price equal to 60% of the
average of the three lowest trading prices of the DPI's common
stock during the 20 prior trading days.
On July 27, 2018, the Company entered into a securities purchase
agreement with Carebourn, issuing to Carebourn a convertible
promissory note in the aggregate principal amount of $276,000 with
a $36,000 original issue discount and $15,000 in transactional
expenses due to Carebourn. The note bears interest at 12% per annum
and may be converted into common shares of the Company's common
stock at a conversion price equal to 60% of the average of the
three lowest trading prices of the Company's common stock during
the 20 prior trading days. As of the date the consolidated
financial statements were available for issuance, DPI received
$150,000 net cash, and $75,000 is due to be received.
On August 20, 2018, the Company entered into a securities purchase
agreement with More Capital LLC, ("More") issuing to More a
convertible promissory note in the aggregate principal amount of
$152,000 with a $20,000 original issue discount and $7,000 in
transactional expenses due to More. The note bears interest at 12%
per annum and may be converted into common shares of the Company's
common stock at a conversion price equal to 60% of the average of
the three lowest trading prices of the Company's common stock
during the 20 prior trading days. As of the date the consolidated
financial statements were available for issuance, DPI received
$70,000 net cash, and $55,000 is due to be received.
On September 24, 2018, the Company entered into a securities
purchase agreement with Auctus Fund, LLC, (“Auctus”) issuing to
Auctus a convertible promissory note in the aggregate principal
amount of $100,000 with $10,250 in transactional expenses due to
Auctus and its counsel. The note bears interest at 8% per annum and
may be converted into common shares of the Company's common stock
at a conversion price equal to 70% of the lowest trading price of
the Company's common stock during the 20 prior trading days. The
Company received $89,750 net cash on September 27, 2018.
On September 25, 2018, the Company entered into a securities
purchase agreement with EMA Financial, LLC, (“EMA”) issuing to EMA
a convertible promissory note in the aggregate principal amount of
$100,000 with a 6% original issue discount and $4,000 in
transactional expenses due to EMA. The note bears interest at 8%
per annum and may be converted into common shares of the Company's
common stock at a conversion price equal to the lower of current
market price, $0.25, or 70% of the lowest trading price of the
Company's common stock during the 20 prior trading days. The
Company received $90,000 net cash on September 28, 2018.
On September 24, 2018, the Company entered into a securities
purchase agreement with FirstFire Global Opportunities Fund LLC,
(“FirstFire”) issuing to FirstFire a convertible promissory note in
the aggregate principal amount of $247,500, with a $22,500 original
issue discount and $5,000 in transactional expenses due to
FirstFire's counsel. The note bears interest at 8% per annum and
may be converted into common shares of the Company's common stock
at a conversion price equal to the lower of $0.25, or 70% of the
lowest trading price of the Company's common stock during the 20
prior trading days. The Company received $220,000 net cash on
October 9, 2018.
On January 10, 2019, the Company entered into a securities purchase
agreement with GS Capital Partners, LLC, ("GS Capital") issuing to
GS Capital a convertible promissory note in the aggregate principal
amount of $65,000 with a $4,000 original issue discount and $3,100
in transactional expenses due to GS Capital and its counsel. The
note bears interest at 8% per annum and may be converted into
common shares of the Company's common stock at a conversion price
equal to 70% of the average of the three lowest trading prices of
the Company's common stock during the 20 prior trading days. As of
the date the consolidated financial statements were available for
issuance, DPI received $57,900 net cash.
On February 12, 2019, the Company entered into a securities
purchase agreement with Crown Bridge Partners, LLC, (“Crown
Bridge”) issuing to Crown Bridge a convertible promissory note in
the aggregate principal amount of $35,000 with a $3,500 original
issue discount and $1,500 in transactional expenses due to Crown
Bridge and its counsel. The note bears interest at 8% per annum and
may be converted into common shares of the Company's common stock
at a conversion price equal to 70% of the lowest trading price of
the Company's common stock during the 20 prior trading days. The
Company received $30,000 net cash.
On April 23, 2019, the Company entered into a securities purchase
agreement with GS Capital Partners, LLC, ("GS Capital") issuing to
GS Capital a convertible promissory note in the aggregate principal
amount of $40,000 with a $2,000 original issue discount and $2,000
in transactional expenses due to GS Capital and its counsel. The
note bears interest at 8% per annum and may be converted into
common shares of the Company's common stock at a conversion price
equal to 70% of the average of the three lowest trading prices of
the Company's common stock during the 20 prior trading days. As of
the date the consolidated financial statements were available for
issuance, DPI received $36,000 net cash.
On May 3, 2019, the Company entered into a securities purchase
agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”)
pursuant to which the Company issued to Geneva a convertible
promissory note (the “Geneva Note”) in the aggregate principal
amount of $64,000, with a $6,000 original issue discount and $2,800
in expenses for Geneva’s legal and due diligence fees, resulting in
a purchase price of $55,200. The Geneva Note bears interest at 9%
per annum and may be converted into common shares of the Company's
common stock at a conversion price equal to 70% of the lowest
trading price of the Company's common stock during the 20 prior
trading days. The Company received $55,200 net cash on May 2, 2019
in consideration of the issuance of the Geneva Note to Geneva.
The foregoing convertible securities are convertible into a maximum
aggregate amount of 16,118,303,463 shares of common stock of the
Company.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended, and in accordance with
the Securities Exchange Act, we file periodic reports, documents,
and other information with the Commission relating to our business,
financial statements, and other matters. These reports and other
information may be inspected and are available for copying at the
offices of the Commission, 100 F Street, N.E., Washington, DC
20549. Our Commission filings are also available to the public on
the Commission’s website at http://www.sec.gov.
As we obtained the requisite stockholder vote for the amendment to
the Company's Certificate of Incorporation described in this
Information Statement upon delivery of written consents from the
holders of a majority of our outstanding shares of Common Stock,
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY. This Information Statement is for
informational purposes only. Please read this Information Statement
carefully.
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By Order of the Board of Directors,
/s/ Dennis M. O’Leary
Chief Executive Officer and Chairman
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New York, New York
January 29, 2020
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware does hereby
certify:
FIRST: That at a meeting of the Board of Directors of
DarkPulse, Inc.
resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Article thereof numbered
“IV” so that, as amended, said Article shall be and read as
follows:
The
total number of common shares authorized for issuance for the
corporation shall be 20,000,000,000 with a par value of $0.01 per
share. The authorized preferred shares shall remain at 2,000,000
with a par value of $0.01 per share. |
SECOND: That thereafter, pursuant to resolution of its Board
of Directors, a special meeting of the stockholders of said
corporation was duly called and held upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware
at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this
certificate to be signed this 18th day of February,
2020.
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By: /s/ Dennis
O’Leary |
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Authorized Officer |
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Title: Chief Executive Officer |
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Name: Dennis O’Leary |
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