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Sorry if this has been discussed already, just seeing if I missed anything... But it appears bvtk agreed to file amended quarterly reports for the periods the accountant wanted as soon as possible and then the accountant just designs to resign?? I know the financial numbers in question are in regards to 8760 LLC:
Per the helpcomm purchase agreement, Johnny Bolton is the sole owner of the mortgage loan for "8760 LLC" and it has restrictions in terms of when BVTK can exercise the right to purchase "8760 LLC" for $100 as stated in the agreement.
"On January 12, 2018, the Corporation and Johnny Bolton and Johnathan Bolton (Johnny Bolton and Johnathan Bolton collectively the “Sellers”), entered into an Amended and Restated Stock Purchase Agreement (the “Amended Agreement”), amending the Agreement to (i) add Johnathan Bolton as a seller of HelpComm, (ii) add an option to purchase pursuant to which the Corporation shall have the right to purchase 8760, LLC, a Virginia limited liability company (“8760, LLC”), for $100.00 at any time in the Corporation’s discretion, (iii) update certain exhibits and schedules to the Agreement, and (iv) make the effective date of the Acquisition January 1, 2018. The foregoing description of the Amended Agreement and its terms is qualified in its entirety by reference to the full text of the Amended Agreement, which is attached hereto as Exhibit 2.1 to, and incorporated by reference in, this report.
Pursuant to the Amended Agreement, the Corporation agreed to purchase from the Sellers all of the issued and outstanding shares of stock of HelpComm effective as of January 1, 2018, in consideration of the payment of $25,000 to the Sellers and the issuance of 100,000 shares of Series D Preferred Stock of the Corporation to the Sellers, and the Corporation acquired the option to purchase 8760, LLC for $100.00. The entity 8760, LLC owns the real property from which HelpComm operates its business, and is subject to loan agreements, guaranteed by the Small Business Administration, which prohibit (i) any express change of ownership of 8760, LLC, or (ii) any disposition of 8760, LLC assets, including any real property, prior to repayment of the loans.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 12, 2018, the Corporation completed the Acquisition. The aggregate purchase price for the Acquisition consisted of (i) a $25,000 cash payment to the Sellers, and (ii) the issuance to the Seller of 100,000 shares of the Corporation’s Series D Preferred Stock, $0.0001 par value and having the rights described in Item 5.03 below (such description incorporated by reference into this Item 2.01), to the Sellers (the “Share Consideration”)."
This is a very good question. Being that helpcomm has only completed maybe 2-3 projects since we acquired them, and the fact they haven't been getting any recent orders from MHC make it hard to believe they are paying full time salaried employees around the clock when there's no work or projects to be done.
Look below. None of the stake holders of DP own a whole number when it comes to how many shares they hold. Since those shares have decimals, decimals will result in fractional shares.
Schedule 2.3(a) - Capitalization Outstanding Capital Stock of DarkPulse Technologies Inc.
As of the date hereof, there are issued and outstanding 1,000 shares of Common Stock, including 117.65 shares of common stock reserved for issuance pursuant to an Employee Stock Option Plan. Each share of Common Stock is entitled to one vote. There are no other shares of capital stock issued, reserved for issuance or issuable upon conversion of convertible securities.
As of the date hereof, the shares of Common Stock issued and outstanding, are held as set forth on the following table:
Name Number & Class of Shares Held
Fantastic North America Inc. 676.47 Dr. Anthony Brown 58.82 Dr. Thomas A. Cellucci 94.12 Stephen Goodman 11.76 Mark Banash 11.76 David Singer 11.76 Brunson Chandler & Jones, PLLC 17.65 Employee Stock Option Plan Reserve 117.65
Gotcha. Is there a time limit or time frame in which it has to be issued? Also, do you think this points to the possibility that the RM between Klever and DarkPulse has been called off and BVTK may now be the target for a RM with DarkPulse?