DarkPulse Inc (DPLS)

[MInvesting4867]

3 8K'S FILED LAST WEEK

https://www.otcmarkets.com/filing/html?id=15200572&guid=pou9kK5UOITSW8h

Ladies and Gentlemen:

We are acting as counsel for DarkPulse, Inc., a Delaware corporation (the “Company”), in connection with the above-referenced registration statement (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the base prospectus dated July 12, 2021 (the “Base Prospectus”) and the prospectus supplement dated August 31, 2021 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), relating to the offering by the Company of 27,297,995 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Shares are covered by the Registration Statement and we understand that the Shares are to be offered and sold in the manner described in the Prospectus. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced, certified or photostatic copies and the authenticity of the originals of those latter documents. As to facts material to the opinions, statements and assumptions expressed herein, we have, with your consent, relied upon oral or written statements and representations of officers and other representatives of the Company and others. We have specifically relied upon the certification of an officer of the Company signed on even date herewith. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary.

For purposes of this opinion, we have assumed that proper proceedings in connection with the authorization and issuance or sale of the Shares will be timely and properly completed, in accordance with all requirements of applicable federal laws and the Delaware General Corporation Law of the State of Delaware (the “DGCL”), in the manner presently proposed. We have assumed and have not verified the accuracy of the factual matters of each document we have reviewed.

Based upon the foregoing, it is our opinion that the Shares to be issued by the Company have been duly authorized and are legally issued, fully paid and nonassessable. The Shares are to be issued under the Company’s current Certificate of Incorporation (the “Certificate of Incorporation”) in effect.

In our capacity as your counsel in connection with such registration, we have reviewed and are familiar with such documents, certificates and other materials, including an examination of originals or copies certified or otherwise identified to our satisfaction of the Certificate of Incorporation and the Amended and Restated Bylaws (the “Bylaws”) of the Company, and the Registration Statement, and have reviewed such questions of law, as we have considered relevant or necessary as a basis for this opinion.

The opinions set forth above are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provision providing for the indemnification of, or contribution to, a party with respect to liability where such indemnification or contribution is contrary to public policy.

Our opinion is limited to the federal laws of the United States and the DGCL. We express no opinion as to the effect of the law of any other jurisdiction. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the SEC promulgated thereunder.

Very truly yours,




https://www.otcmarkets.com/filing/html?id=15211512&guid=pou9kK5UOITSW8h

Item 1.01 Entry Into A Material Definitive Agreement.

On June 25, 2021 (the “TerraData Effective Date”), DarkPulse, Inc., a Delaware corporation (the “Company”), entered into a Letter of Intent (the “TerraData LOI”) with TerraData Unmanned, PLLC, a Florida limited liability company (“TerraData”) pursuant to which the Company agreed to pay the majority shareholder of TerraData $200,000 of restricted shares of Common Stock of the Company and $400,000 to be paid 12 weeks from closing in exchange for 60% ownership of TerraData. The TerraData LOI was to terminate 60 days from the TerraData Effective Date.

Effective August 24, 2021, the Company entered into an Amendment to the TerraData LOI pursuant to which the termination date of the LOI was amended to September 7, 2021. Effective September 3, 2021, the Company entered into an Amendment to the TerraData LOI, as amended, pursuant to which the termination date of the LOI was amended to October 1, 2021. The Company is currently conducting the requisite due diligence on TerraData and management feels the additional time is required in order to ensure a successful closing.

On August 18, 2021 (the “TJM Effective Date”), the Company entered into a Letter of Intent (the “TJM LOI”) with TJM Electronics West, Inc., an Arizona corporation (“TJM”), and its shareholders, pursuant to which the Company agreed to pay to the shareholders of TJM (on a pro-rata basis) $450,000 to be paid by August 31, 2021 in exchange for all of the equity ownership of TJM.

Effective August 31, 2021, the Company entered into an Amendment to the TJM LOI pursuant to which the termination date of the TJM LOI was amended to September 14, 2021. The Company is currently conducting the requisite due diligence on TJM and management feels the additional time is required in order to ensure a successful closing.

SIGNATURES

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

DarkPulse, Inc.

Date: September 3, 2021




https://www.otcmarkets.com/filing/html?id=15198437&guid=pou9kK5UOITSW8h

DarkPulse, Inc. Finalizes Acquisition of Both Drone Based A.I. Companies, Remote Intelligence and Wildlife Specialists

NEW YORK, New York –August 30, 2021 – Dark Pulse, Inc. (OTC Markets: DPLS) (“DarkPulse” and the “Company”), a technology company focused on the manufacture, sale, installation, and monitoring of laser sensing systems based on its patented BOTDA dark-pulse sensor technology (the “DarkPulse Technology”) which provides a data stream of critical metrics for assessing the health and security of infrastructure, today announced the signing of two purchase agreements which closed the acquisitions of both Remote Intelligence, Limited Liability Company and Wildlife Specialists, LLC, two firms together offering fully integrated, drone based, geo-recti?ed, 3D modeled mapping for industrial applications, border security, critical infrastructure inspection, with specializations in the energy and environmental survey service, and specializations in the Oil & Gas industry.

Remote Intelligence provides premier unmanned aerial services as part of their holistic intelligence consultation and solutions. Remote’s focus is aerial drone systems offering rapid comprehensive site mapping and aerial inspection services. They specialize in fully integrated, geo-recti?ed, 3D modeled mapping for industrial applications in the energy and environmental industries. Remote also provides aerial survey, video inspection services, emergency support services, wildlife and habitat surveys, critical infrastructure, security perimeters and comprehensive system design, training, and sales for both the commercial and private sectors. Integrating the latest tech solutions including artificial intelligence, Remote Intelligence is globally connected with a base of operations in Pennsylvania.

“These acquisitions bring capabilities for existing business through our subsidiary, Optilan while expanding our services offerings immediately. Remote Intelligence not only allows platform integration with DarkPulse’s monitoring services by providing drone based “eye in the sky” capabilities but allows DarkPulse and Optilan to expand its current service offerings to new and existing customers,” stated DarkPulse Chairman and CEO Dennis O’Leary. “ I look forward to integrating the teams from Remote Intelligence and Wildlife Specialists into our global footprint as we continue to expand the Company’s product offers to the global market.”

Under the terms of the Purchase Agreements, DarkPulse has now acquired 60% of Remote Intelligence and 60% of its sister company Wildlife Specialists for an aggregate purchase price of $1,300,000, with $1,000,000 in cash and $300,000 in common shares of DarkPulse scheduled to be paid to the seller in two tranches, first $300,000 in restricted common shares and $500,000 cash payable at closing, and the remaining $500,000 cash paid within 12 weeks of closing. Additional cash will be invested in Remote and Wildlife’s ongoing operations, to be applied towards working capital and expansion of the businesses.

About Remote Intelligence LLC

Remote Intelligence provides premier provider unmanned aerial services as part of their holistic intelligence consultation and solutions focused on aerial drone systems offering rapid comprehensive site mapping and aerial inspection services. We specialize in fully integrated, geo-recti?ed, 3D modeled mapping for industrial applications in the energy and environmental industries. Also providing aerial survey, video inspection services, emergency support services, wildlife and habitat surveys, and comprehensive system design, training, and sales for both the commercial and private sectors. Integrating the latest tech solutions including artificial intelligence and emissions detection. We are globally connected with the base of our operations in Pennsylvania.

For more information, visit https://remote-intelligence.com

About Wildlife Specialists LLC

Wildlife Specialists was founded in 2007 to provide clients with comprehensive wildlife assessment, planning, and monitoring services. We currently maintain two regional offices located in north central and southeastern Pennsylvania and are available to provide services to clients throughout the Northeast, Midwest, and Mid-Atlantic states. Our staff is made up of well-established professionals who have a wide range of experience in wildlife management, research, and monitoring at the local and statewide levels throughout the eastern United States. In addition, we have specific expertise in providing the full range of sensitive species and habitat assessments necessary for your development projects.

For More Information, visit Http://www.Wildlife-Specialists.com