DarkPulse Inc (DPLS)

[pennypauly]

DarkKnight55 Sunday, 05/20/18 08:46:23 PM
Re: None 0
Post # of 166032
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=140941467

(VERIFIED) HUGE PR PENDING-REVERSE MERGE PLAY


OVER MILLION IN REV. BASED ON ACQUIRED HelpCOmm Inc. JAN 2018

HelpCOmm Inc DPT Construction Company

$KLMK RM SEE BELOW

https://ih.advfn.com/p.php?pid=nmona&article=77349840

DarkPulse Technologies Inc., 8760 Virginia Meadows Dr., Manassas, Virginia, 20109.

Mr. O’Leary will hold his shares in the name of his entity, Global System Dynamics Holdings Inc. f/k/a Fantastic North America Inc

CROWDSTRIKE 1Billion $$ EVALUATION

MUST SEE DENNIS BOARD STATUS OF CROWDSTRIKE OVER BILLION $ EVALUATION

https://www.ft.com/content/cadfe48a-3a6d-11e7-ac89-b01cc67cfeec

GLOABL SYSTEM WEBSITE

http://www.globalsystemdynamics.eu/index.php?id=welcome

CROWDSTRIKE WEBSITE

https://www.crowdstrike.com/board-of-directors/ (MULTIBILLION REV. TEAM)

Fillings:

10K

https://www.sec.gov/Archives/edgar/data/1449574/000113705012000202/ecrypt_10k20120331final.htm

https://www.sec.gov/Archives/edgar/data/1449574/000113705013000233/ecrypt_10k20130331final.htm

https://www.sec.gov/Archives/edgar/data/1449574/000113705014000150/ecrypt_10k2014final.htm

https://www.sec.gov/Archives/edgar/data/1449574/000147793215004869/ecry_10k.htm

https://www.sec.gov/Archives/edgar/data/1449574/000147793217003466/bvtk_10k.htm

https://www.sec.gov/Archives/edgar/data/1449574/000147793217004744/bvtk_10k.htm

https://www.sec.gov/Archives/edgar/data/1449574/000147793218002594/bvtk_10q.htm

Revenue.

March 31, 2012, the Company had revenues of $2,612

March 31, 2013, the Company had revenues of $2,499

March 31, 2014, the Company had revenues of $1,270

March 31, 2015, the Company had revenues of $190

On March 11, 2015, Brad Lever resigned as Director.
Dr. Cellucci was named CEO of the Company on June 17, 2014

March 31, 2016, the Company had revenues of $391,872

March 31, 2017, the Company had revenues of $-0-

March 31, 2018, the Company had revenues of $1,044,156
____________________________________________________________________
Convertible debt: (936,404)

April of 2018, the Company engaged a law firm to pursue collections of the following:


DTREDS, LLC $ 1,376,167 YKTG LLC $4,857,441TOTAL $6,233,608

On June 2, 2015, the Company entered into an Asset Purchase Agreement (the "Agreement") with Dependable Critical Infrastructure, Inc. f/k/a DTREDS Consolidated Inc., a Delaware corporation ("DCI"), and Viking Telecom Services, LLC, a Minnesota limited liability company ("Viking"). Pursuant to the Agreement, the parties agreed that the Company would purchase some of the assets of DCI relating to Viking which DCI had acquired from Viking (general intangibles, including contract rights, office furniture, IBM server, 2011 Chevrolet Silverado 2500 Diesel truck, and accounts receivable after January 1, 2015), in consideration of the Company (1) assuming limited liabilities associated with Viking (loan payment for Chevrolet truck in the amount of $667.80 per month, loan payment to Joshua Claybaugh of $5,000 per month 11 months); (2) issuing the owners of DCI a total of 62,236,075 shares of Company common stock; and (3) paying DCI $200,000 as soon as reasonably possible after closing of the acquisition. The Company's CEO, Dr. Cellucci, is the CEO and Chairman of DCI, and a minority owner of DCI. The foregoing descriptions of the Agreement and the terms thereof are qualified in their entirety by the full text of such agreement, which is incorporated by reference to Exhibit 10.1 to our Form 8-K filed on July 9, 201


ALL DEBT CLEARED FOLLOWING LEGAL PROCEEDING

!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

May 9, 2018, the Company entered into an Equity Purchase Agreement (the “EPA”) with Triton Funds LP (“Triton”) for $500,000.

ADDITIONAL FUNDING
May 11, 2018,The investor funded $59,000 of the note on March 11, 2018, and has committed to fund an additional $141,000 upon the filing of this Form 10-Q, net of $15,000 of OID.




On July 10, 2017, the Company filed an Affidavit of Claim in the amount of $552,444 with The Hanover Insurance Company (“Hanover”) as surety for YKTG, related to YKTG’s alleged breaches of contract and failure to cure. Hanover denied the claim on the basis that the Company did not render “labor, materials and equipment” to YKTG relating to the YKTG construction contract for which Hanover was surety, and the Company is evaluating its options for legal recourse.


Merger



All descriptions of the Merger (described below), anticipated terms, anticipated consequences and anticipated related events and transactions set forth in this 10-Q are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve substantial known and unknown risks, uncertainties and other factors which may cause the proposed transactions relating to the Merger not to be consummated or may cause the actual terms and consequences of the Merger and related events and transactions to be materially different from those anticipated in the following descriptions, including the risks that (i) the closing conditions to the Merger are not satisfied, (ii) we are unable to perform our closing obligations with respect to the Merger Agreement (described below).



You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.



On April 27, 2018, Klever entered into an Agreement and Plan of Merger (the “Merger Agreement”) involving Klever as the surviving parent corporation and acquiring a privately held New Brunswick corporation known as DarkPulse Technologies Inc. (“DarkPulse” or “DP” as its wholly owned subsidiarty. The specific terms of the Merger are more fully described in the Merger Agreement filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2018.



The following is an abbreviated outline of what management believes to be the most important terms and probable effects of the Merger, but is qualified in its entirety by reference to the Merger documents listed above. Klever has also recently filed an SEC Schedule 14F-1 document with specific information about the new management for Klever at the closing of the Merger. While we believe the Merger will close, it is also important to note the Merger has not closed and is subject to various due diligence requirements. Consequently the following terms and expectations are contingent on such closing and constitute forward looking information. Subject to this more specific information, Klever discloses the following concerning the Merger:



· The Merger should close on or around May 30, 2018 and potentially earlier;
· All current shares of Klever will be reverse split on a 6:1 ratio such that there will not be more than 15 million shares outstanding post-split;
· DarkPulse will become the sole operating subsidiary of the surviving company (Klever), which will continue operating under the DarkPulse name, with the new DarkPulse management and business in place.
· At closing, a relatively small group of control shareholders designated by DarkPulse will be issued 85,000,000 post-split shares such that the capitalization of Klever immediately after the Merger closing will be 100,000,000 shares outstanding.
· All preferred shares and stock options or rights will be cancelled, except for four convertible notes payable to certain prior creditors and aggregating $150,000.
· DarkPulse is a development stage company involved in the development and marketing of certain unique and proprietary fiber optic sensing devices. DarkPulse does not have current revenues, but anticipates revenues later in 2018.
· The Merger will result in a change of control of the Company and will be accounted for as a recapitalization in a manner similar to a reverse acquisition.

EVENTS:

On October 30, 2017, Dr. Cellucci, and Carebourn Capital L.P. executed Amendment No.1 to their Pledge Agreement (the “Pledge Agreement”), whereby, Dr. Cellucci, as collateral security, pledged 223,768 shares of his Series C Preferred Stock to Carebourn.



On August 2, 2017, the Company entered into a Strategic Alliance Agreement, dated August 3, 2017, with ProActive IT (“ProActive”), an Illinois corporation that provides information technology products and services, designating ProActive as the Company’s sales agent for government departments/agencies/units and privately owned and publicly traded companies within the State of Illinois, and providing for the cross-promotion of the parties’ products and services. As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.



On August 10, 2017, the Company entered into a Strategic Alliance Agreement, dated August 10, 2017, with CrucialTrak Inc. (“CrucialTrak”), a Texas corporation engaged in providing identification technology that delivers improved security with effective use of servers and workstations for the purpose of identifying those entering a building, office or other secured space. The Strategic Alliance Agreement designates the Company as the project-based business partnership channel for government departments, agencies and units for the purpose of promoting CrucialTrak’s relevant products and service solutions delivered through CrucialTrak’s designated distribution affiliate(s) or channel(s). As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.




On September 5, 2017, the Company entered into a Strategic Alliance Agreement with DarkPulse Technology Holdings Inc. (“DarkPulse”), a New York corporation engaged in manufacturing hardware and software based on its BOTDA (Brillouin Optical Time Domain Analysis) technology, designating the Company as DarkPulse’s project-based partnership channel for government and non-governmental departments, agencies and units, for the purpose of promoting DarkPulse’s products, and pursuant to which DarkPulse will cross-promote the Company’s products and services, and the Company will be paid sales commissions for clients introduces to DarkPulse by the Company. As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.



On October 10, 2017, the Company entered into a Letter of Intent (the “LOI”) with CrucialTrak to form a joint venture entity, subject to the execution of definitive agreement(s) formalizing the joint venture, and pursuant to which the parties will use their reasonable best efforts to negotiate in good faith the definitive agreement(s), which among other standard terms and conditions, shall contain the following provisions: (1) the joint venture will be owned 65% by CrucialTrak and 35% by the Company, (2) the Company will provide the joint venture a line of credit for up to $5,000,000, repayable with annual interest not exceeding 8%, for the period of 18 months beginning November 1, 2017, and on terms mutually agreeable to the joint venture and the Company, and (3) the joint venture will have a first right of refusal on access to all formally reported projects and the right to distribute CrucialTrak’s products in the government, military and critical infrastructure/key resources market segments. During the three months ended March 31, 2018, the Company and CrucialTrak determined not to proceed in forming the joint venture.



On October 19, 2017, the Company entered into an Addendum (the “Addendum”) to the Strategic Alliance Agreement with DarkPulse, pursuant to which Addendum the Company shall receive 20% of project revenue for DarkPulse’s “Five Deployments Eurasian Mining Project,” and 10% of project revenue for two additional DarkPulse agency agreements more specifically described in the Addendum. As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.



On October 25, 2017, the Company entered into a Strategic Market Alliance Agreement with NeQter Labs (“NeQter”), a New York corporation engaged in building solutions for NIST compliance needs and appliances that are designed to improve security via monitoring login access and other control services, designating the Company as NeQter’s sales agent for government departments, agencies and units and public and private small to medium-sized businesses for the purpose of promoting NeQter’s products, and pursuant to which NeQter will cross-promote the Company’s products and services, and the Company will receive a 15% discount off the purchase price of NeQter products for resale to Bravatek’s customers. As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.



On November 1, 2017, the Company entered into a Strategic Alliance Agreement with IDdriven, Inc. (“IDdriven”), a Nevada corporation engaged in the business of providing identity and access management software to increase data security, designating the Company as IDdriven’s project-based business partnership channel for governmental and non-governmental departments, agencies and units, for the purpose of promoting IDdriven’s products, and pursuant to which IDdriven will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 15%-20% of project revenue for clients introduced to IDdriven by the Company. As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.



On December 13, 2017, the Company entered into a Strategic Alliance Agreement with Cobweb Security Ltd (“Cobweb Security”), an Israeli corporation engaged in providing website security for small and medium businesses as well as for hosting companies, designating the Company as Cobweb Security’s project-based business partnership channel for small and medium businesses and hosting companies for the purpose of promoting Cobweb Security’s products and services, and pursuant to which Cobweb Security will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 15%-20% of project revenue for clients introduced by the Company and registered with Cobweb Security via its system, and delivered through the Company or a Cobweb Security-designated distribution affiliate or sales channel. As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.



On December 13, 2017, the Company entered into a Strategic Alliance Agreement with QBRICS, Inc. (“QBRICS"), a corporation organized under the laws of Delaware engaged in providing customized private blockchain platforms and solutions for governmental and non-governmental departments / agencies / units for the purpose of promoting QBRICS’s relevant capabilities, products and/or service solutions, and pursuant to which QBRICS will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with QBRICS, and delivered through the Company or a QBRICS-designated distribution affiliate or sales channel. As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.



Effective December 21, 2017, the Company entered into a Joint Venture Agreement (the “Agreement”) with DarkPulse, pursuant to which (1) the parties will form a joint venture limited liability company in Delaware to develop, market and sell products and services based on DarkPulse’s patented BOTDA dark-pulse technology (the “Technology”) to be owned 40% by the Company and 60% by Dark Pulse (the “JV”); (2) the Company shall fund $10,000 in initial capital to the JV; and (3) and the JV shall have an irrevocable royalty-free non-exclusive license to use the Technology in the North America, Asia and European government, military and CI/KR (Critical Infrastructure / Key Resources) market segments. While DarkPulse has a controlling financial interest in the JV, the Company and DarkPulse jointly manage the JV and any significant decisions and/or actions of the JV require the mutual consent of both parties. Therefore, the Company is accounting for its 40% ownership interest in the JV using the equity method of accounting. The JV is a related party to the Company. During the quarter ended March 31, 2018, the Company funded $20,000 to the JV.



Effective December 21, 2017, the Company entered into a Joint Venture Agreement (the “Agreement” or the “JV”) with The Go Eco Group, a corporation organized under the laws of the State of Nevada (“LIBE”), pursuant to which (1) the parties will form a JV limited liability company in Delaware to develop, market and sell products, services and technology based on a web-enabled Light Guard System (the “System”), (2) the JV will be owned 35% by the Company and 65% by LIBE; (3) the Company shall fund $25,000 in initial capital to the JV; and (4) the JV shall have an irrevocable royalty-free non-exclusive license to use all of LIBE’s direct and/or licensed intellectual property necessary for the JV to develop and sell the System. While LIBE has a controlling financial interest in the JV, the Company and LIBE jointly manage the JV and any significant decisions and/or actions of the JV require the mutual consent of both parties. Therefore, the Company is accounting for its 40% ownership interest in the JV using the equity method of accounting. The JV is a related party to the Company. As of March 31, 2018, the JV owes the Company $30,000, and management has recorded an allowance for doubtful accounts of $30,000. The Company has engaged a law firm to pursue the collection of the $30,000.



On January 5, 2018, the Company entered into a Strategic Alliance Agreement with AppGuard LLC (“AppGuard”), a corporation organized under the laws of Delaware engaged in providing anti-malware software for Windows devices, for the purpose of promoting AppGuard’s relevant capabilities, products and/or service solutions, and pursuant to which AppGuard will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with AppGuard, and delivered through the Company or a AppGuard-designated distribution affiliate or sales channel. As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.



On January 10, 2018, the Company entered into a Strategic Alliance Agreement with Fazync LLC (“Fazync”), a Colorado limited liability company engaged in providing energy-saving solutions and capabilities to the Critical Infrastructure/Key Resources arena, for the purpose of promoting Fazync’s relevant capabilities, products and/or service solutions, and pursuant to which Fazync will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with Fazync, and delivered through the Company or a Fazync-designated distribution affiliate or sales channel. As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.



On February 15, 2018, the Company entered into a Strategic Alliance Agreement (the “DP Telecom Strategic Alliance Agreement”) with IEVOLV Ventures, Inc., a California corporation engaged in providing turnkey telecom services (“IEVOLV”), and with DP Telecom Inc., a Wyoming corporation engaged in providing telecommunications implementation support for turn-key vendors with a focus on electrical and ground-based projects while providing logistical management for strategic partners in the northern California market (“DP Telecom” and together with IEVOLV the “MAP Partners”), for the purpose of promoting the MAP Partners’ relevant capabilities, products and/or service solutions, and pursuant to which the MAP Partners will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 15%-20% of project net profit for clients introduced by the Company. As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.



Pursuant to the DP Telecom Strategic Alliance Agreement, the parties also agreed that the Company would make every reasonable effort to fund $200,000 to DP Telecom within 60 days pursuant to a Credit Agreement attached to the DP Telecom Strategic Alliance Agreement as Exhibit A (the “Credit Agreement”), which the MAP Partners and the Company would execute at closing of the funding (the “Closing”). At the Closing, (1) Bravatek was to fund DP Telecom $200,000, (2) DP Telecom was to execute a secured promissory note (the “Note”) and security agreement (the “Security Agreement”) in the forms attached as exhibits to the Credit Agreement, (3) IEVOLV was to execute a guaranty (the “Guaranty”) in the form attached as an exhibit to the Credit Agreement, (4) each of DP Telecom and IEVOLV were to pay Bravatek 20% of their net profits for a minimum of 6 months following the Closing, and (5) each of DP Telecom and IEVOLV were to grant the Company a right of first refusal to provide telecom services for all telecom projects that either DP Telecom or IEVOLV receive for a minimum of 6 months following Closing. On March 1, 2018, the Company remitted $25,000 to DP Telecom in exchange for a Promissory Note. Since the entire $200,000 was not funded, other than the issuance of the Promissory Note, the parties have not proceeded to Closing and executed the additional agreements that were to be executed at Closing. The Company is currently monitoring DP Telecom’s operational progress, and the parties may still proceed to Closing depending on such progress.



On March 14, 2018, the Company entered into a Strategic Alliance Agreement with OrangeHook, Inc. (“OrangeHook”), a Florida corporation engaged in the business of providing identification authentication and credentialing software, for the purpose of promoting OrangeHook’s relevant capabilities, products and/or service solutions, and pursuant to which OrangeHook will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with OrangeHook, and delivered through the Company or a OrangeHook-designated distribution affiliate or sales channel. As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.



On March 28, 2018, the Company entered into a Strategic Alliance Agreement with Center for Threat Intelligence, LLC (“Center”), a Washington limited liability company engaged in the business of providing critical threat intelligence training, for the purpose of promoting Center’s relevant capabilities, products and/or service solutions, and pursuant to which Center will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with Center, and delivered through the Company or a Center-designated distribution affiliate or sales channel. As of March 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.