Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers

On March 19, 2019, DarkPulse, Inc. terminated David Singer as Chief Marketing Officer of the Company, effective immediately.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DarkPulse, Inc.

Dated: March 19, 2019 By: /s/ Dennis M. O’Leary
Dennis M. O’Leary
CEO & Chairman

Item 1.01 Entry into a Material Definitive Agreement.

On March 13, 2019, Bravatek Solutions, Inc. (“Bravatek”) entered into a Rescission, Settlement, and Confidentiality Agreement with Mutual Releases (the “Rescission Agreement”) with Johnny Bolton and Jonathan A. Bolton (collectively the “Boltons”), pursuant to which (i) Bravatek and the Boltons agreed to rescind the Amended and Restated Stock Purchase Agreement dated effective as of January 1, 2018 (the “Stock Purchase Agreement”), under which Bravatek had purchased from the Boltons the outstanding capital stock of Helpcomm, Inc. (“Helpcomm”), a Virginia corporation, with such rescission to be considered effective as of January 1, 2018. Pursuant to the Rescission Agreement, the parties also agreed as follows: (i) the Boltons agreed to return their shares of Bravatek capital stock to Bravatek; (ii) Bravatek agreed to return its shares of Helpcomm to the Boltons; (iii) the Boltons agreed to deliver Bravatek’s property to Bravatek; (iv) the Boltons agreed that Helpcomm would provide the defense and responsibility for all actions pending against or relating to Helpcomm; (v) the Boltons agreed to indemnify Bravatek for claims and damages relating to Helpcomm, and (vi) Bravatek agreed to indemnify the Boltons for claims and damages relating to Bravatek’s operations unrelated to Helpcomm.

The foregoing description of the Rescission Agreement and its terms is qualified in its entirety by the full text of the Rescission Agreement, which is filed as Exhibit 10.1 to, and incorporated by reference in, this report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers

On March 18, 2019, DarkPulse, Inc. terminated Mark Banash as Chief Technology Officer of the Company, effective immediately.

REMOVAL OF THOMAS A. CELLUCCI AS A DIRECTOR OF THE COMPANY

On February 7, 2019, the stockholder holding at least a majority of the voting rights of the Company (the “Majority Stockholder”) executed a stockholder consent (the “Majority Stockholder Consent”) in accordance with Delaware General Corporation Law and the Company’s bylaws to remove Thomas A. Cellucci as a director of the Company. As a result of the foregoing action by the Majority Stockholder, Thomas A. Cellucci was removed as a director of the Company on February 7, 2019, effective immediately. The action by the Majority Stockholder removing Thomas A. Cellucci as director of the Company was ratified by the Board of Directors of the Company (the “Board”) on February 7, 2019.

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (“Rule 14c-2”), the foregoing action taken by the Majority Stockholder was to be adopted on a date at least 20 days after the date on which this Information Statement has been mailed to the stockholders. “Corporate action” is not defined by Rule 14c-2. Pursuant to Delaware General Corporation Law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. In addition, pursuant to the Company’s Bylaws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.



Given the executed Majority Stockholder Consent by the Majority Stockholder, General Delaware Corporation Law, the Company’s Bylaws, and the Board’s fiduciary duty to react to and ratify the executed Majority Stockholder Consent in light of exigent circumstances which prompted the execution of the Majority Stockholder Consent by the Majority Stockholder, the foregoing action taken by the Majority Shareholder to remove Thomas A. Cellucci as a director of the Company pursuant to the executed Majority Stockholder Consent may be viewed as finalized on February 7, 2019.

The Majority Stockholder removed Thomas A. Cellucci as a director of the Company as the Majority Stockholder does not believe Mr. Cellucci shares the Majority Stockholder’s vision for the future of the Company, and, accordingly, the Majority Stockholder does not believe Mr. Cellucci is an ideal fit for the future development of the Company. In addition, the Company previously entered into a joint venture agreement with Bravatek Solutions, Inc. (“Bravatek”), pursuant to which the Company and Bravatek formed a joint venture entity for the purpose of developing, marketing and selling certain of the Company’s technologies. Thomas A. Cellucci is a principal shareholder, Director and Executive Officer of Bravatek, and Mr. Cellucci also maintained the same Director and Executive Officer roles with the Company, representing an inherent conflict of interest.



Thomas A. Cellucci is no longer employed or engaged by the Company in any capacity, and the Company has completely severed all official ties to and with him. Mr. Cellucci’s Company email address has been revoked by the Company, and the Company has requested that all Company materials in Mr. Cellucci’s possession be returned by him to the Company. The Company has directed Mr. Cellucci to cease any and all communications of any kind on behalf of or regarding the Company with any third parties, including, but not limited to, consultants, independent contractors, officers, agents and affiliates of the Company, and the Company has informed Mr. Cellucci that he is not to communicate on behalf of or regarding the Company on any social media, blogs, in press releases, on the internet or in any other form of media or publication accessible by third parties. The Company has reminded Mr. Cellucci that he is in possession of material, non-public information regarding the Company, and, in light of the fact that the Company is operating as a public company, all such information must be kept confidential by Mr. Cellucci going-forward. The Company’s Board is committed to implementing the Company’s business plan and executing its responsibilities to protect and improve shareholder value. Accordingly, the Company has informed Mr. Cellucci that in the event it learns he has violated any of the foregoing items, retroactively or in the future, the Company may seek to institute legal proceedings against Mr. Cellucci and, in such case, will seek damages to the full extent provided by law as well as an injunction preventing him from continuing such activities. The Company further informed Mr. Cellucci that, as the principal executive officer and director of Bravatek Solutions, Inc. (“Bravatek”), he is reminded of the existence of that certain Mutual Nondisclosure Agreement previously entered into and executed by and between Bravatek and Darkpulse Technology Holdings dated August 31, 2017, which remains in full force and effect. To the best of the Company’s knowledge, no codified appeals process is available to Thomas A. Cellucci should he seek any remedies, including reinstatement, with respect to his removal as a director of the Company by the Majority Stockholder.

The Company has an obligation to communicate to you the information contained in this Information Statement pursuant to Section 14C and corresponding Rule 14c-2. As of the date of this Information Statement, the Company does not believe that any further action is required to be taken on its part.

Looks like sloppy use of the "counter" designation in the narrative, as the only Motion to Dismiss was from TCA, but I guess that's just Broward County for ya.