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 DARKPULSE, INC.

 3 Columbus Circle

 Floor 15

 New York, NY 10019

 July 30, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Technology

 Securities and Exchange Commission

 Washington, DC 20549

 Attention: Mr. Kim

 Re:

 DarkPulse
 Registration Statement on Form S-1
 Filed July 21, 2025
 File No. 333-288806

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, the undersigned, on behalf of DarkPulse, Inc., a Delaware corporation (the " Issuer "),
respectfully requests that the effective date of the Registration Statement on Form S-1 referenced above be accelerated so that it will
become effective at 2:00 P.M., Eastern Time, on August 1, 2025, or as soon as practicable thereafter.

 There are no underwriters
in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.

 The Issuer hereby authorizes
Brian Higley of Business Legal Advisors, LLC to orally modify or withdraw this request for acceleration. If you have any questions regarding
the foregoing, please contact Mr. Higley at (801) 634-1984 or by e-mail ( brian@businesslegaladvisor.com ). Thank you in advance
for your assistance.

 Very truly yours,

 DarkPulse, Inc.

 By:

 /s/ Dennis O'Leary

 Name:
 Dennis O'Leary

 Title:
 Chief Executive Officer

 cc:
 Brian Higley, Esq., Business Legal Advisors, LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 29, 2025

Dennis O Leary
Chief Executive Officer
DarkPulse, Inc.
3 Columbus Circle
Floor 15
New York , NY 10019

 Re: DarkPulse, Inc.
 Registration Statement on Form S-1
 Filed July 21, 2025
 File No. 333-288806
Dear Dennis O Leary:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Edwin Kim at 202-551-3297 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Brian Higley, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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DARKPULSE, INC.

3 Columbus Circle

Floor 15

New York, NY 10019

December 19, 2024

VIA EDGAR

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington, DC 20549

Attention: Ms. Krebs

    Re:

    DarkPulse

    Amendment No. 4 to Registration Statement on Form S-1

    Filed December 17, 2024

    File No. 333-276114

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, the undersigned, on behalf of DarkPulse, Inc., a Delaware corporation (the “Issuer”),
respectfully requests that the effective date of the Registration Statement on Form S-1 referenced above be accelerated so that it will
become effective at 11:00 A.M., Eastern Time, on December 20, 2024, or as soon as practicable thereafter.

There are no underwriters
in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.

The Issuer hereby authorizes
Brian Higley of Business Legal Advisors, LLC to orally modify or withdraw this request for acceleration. If you have any questions regarding
the foregoing, please contact Mr. Higley at (801) 634-1984 or by e-mail (brian@businesslegaladvisor.com). Thank you in advance
for your assistance.

    Very truly yours,

    DarkPulse, Inc.

    By:

    /s/ Dennis O’Leary

    Name:
    Dennis O’Leary

    Title:
    Chief Executive Officer

    cc:
    Brian Higley, Esq., Business Legal Advisors, LLC

CORRESP
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November 6, 2024

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington, DC 20549

    Re:
    DarkPulse, Inc.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed September 12, 2024

    File No. 333-276114

Dear Ms. Krebs:

We are in receipt of your
letter dated October 10, 2024, setting forth certain comments to the Amendment No. 2 to the Registration Statement on Form S-1, which
was filed on September 12, 2024 by DarkPulse, Inc., a Delaware corporation (the “Company”). In response to your comments,
the Company can provide you with the following information in response to your comments:

Amendment No. 2 to
Form S-1

Prospectus Summary,
page 2

 1. We note your revisions made in response to prior comment 1. As you only recently completed development
activities of your BOTDA system and built two units for demonstration to customers, please provide the bases for your claims about the
abilities, applications and advantages of your BOTDA technology and systems. In addition, discuss the components of a BOTDA system unit
and how a customer would deploy the system as currently built.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 3 to the Registration Statement on Form S-1 (the “Amendment”) which provides the bases
for the Company’s claims about the abilities, applications and advantages of its BOTDA technology and systems. In addition, discission
has been added about the components of a BOTDA system unit and how a customer would deploy the system as currently built.

Risk Factors

Due to the failure of GSD to consummate a business
combination with DarkPulse by February 9, 2024..., page 7

 2. You indicate that you have expended an estimated $1,821,823 in connection with the attempted business
combination with Global System Dynamics, Inc. ("GSD"). Please add to this total the $1.5 million you paid to become GSD's sponsor.
Disclose whether GSD has redeemed the remaining public shares and has been liquidated and dissolved. Disclose whether you are or could
be responsible for the costs of liquidation and dissolution or the claims of creditors.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which adds $1.5 million paid to become GSD’s sponsor to the total expended estimate in connection
with the attempted business combination with Global System Dynamics, Inc. (“GSD”).

      1

Equity Financing Agreement, page 31

 3. Please disclose why you entered into the Third Amended Equity Financing Agreement with GHS Investments
LLC on August 14, 2024.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which disclosed why the Company entered into the Third Amended Equity Financing Agreement with GHS Investments
LLC on August 14, 2024.

Acquisitions, page 53

 4. In response to prior comment 7, you point to the Form 8-K/A filed on May 24, 2024 that reported that,
"After signing the Agreement [with Optilan (UK) Limited (in liquidation) and the joint liquidators], the Company and the parties
to the Agreement discovered ambiguity in certain language within the Agreement most notably related to (3) 'Applicable Intellectual Property
Rights' and (1) 'Excluded Intellectual Property Rights.' The Company has made a partial payment of $30,000 toward the Purchase Price and
is conducting additional due diligence. Once the remaining due diligence is completed, the Company will make the final payment $35,000
and close the acquisitions." Please indicate the nature of the ambiguity and when you became aware of the ambiguity. Furthermore,
in light of the fact that the agreement was entered into and closed on September 11, 2024, disclose how the ambiguity was resolved and
whether any revisions or supplemental agreements were made with respect to how the ambiguity was resolved. If material, file the agreement
as an exhibit. If you do not believe the agreement should be filed, explain why and supplementally provide us with a copy of the agreement.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which indicates the nature of the ambiguity and when the Company became aware of the ambiguity. In addition,
disclosure was added to disclose how the ambiguity was resolved and whether any revisions or supplemental agreements were made with respect
to how the ambiguity was resolved. A copy of the agreement has been filed as Exhibit 4.5 to the Amendment.

 5. Please specify what assets you received under the sale agreement with Optilan (UK) Limited (in liquidation),
what was excluded and the extent to which the assets can be used in your operations. It appears that you now own the shares of the two
Optilan entities and certain intellectual property rights, but do not have any of their facilities, operating assets, works-in-progress,
raw materials, insurance policies, employees or the "Excluded Intellectual Property Rights."

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which specifies which assets the Company received under the sale agreement with Optilan (UK) Limited (in
liquidation), what was excluded and the extent to which the assets can be used in the Company’s operations.

      2

Legal Proceedings, page 60

 6. Refer to the legal proceeding, TJM West, Inc v Thomas J McCarthy Family Limited Partnership. Please clarify
what facilities are at issue and whether the facilities are the company's manufacturing facilities. You indicate that you were locked
out of TJM West's facilities, received a temporary restraining order and that the landlord terminated the lease. Disclose if you currently
have access to or a lease for the facilities. If material, discuss the impact of this legal proceeding on the company through risk factor
disclosure and in your management's discussion and analysis. In this regard, we note your disclosure that your sales of products are primarily
generated from your TJM subsidiaries and that you generated no revenues from TJM Electronics West, Inc. in the first six months of 2024.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses if the Company currently has access to or a lease for the facilities. The Company does
not believe the impact of this legal proceeding on the Company to be material since the Company has moved away from the idea of building
its own patented hardware and instead has partnered with Sanmina.

 7. Please expand your disclosure about the settlement agreement with GS Capital Partners LLC to describe
the history of the legal proceedings and the terms of the settlement agreement. Add a risk factor that discusses the terms of the settlement
agreement and its dilutive effects on shareholders and the market price of your shares. Disclose the number of shares you would have to
issue to GS Capital Partners to satisfy the judgement based on your most recent volume weighted average price.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which expands its disclosure about the settlement agreement with GS Capital Partners LLC to describe the
history of the legal proceedings and the terms of the settlement agreement. In addition, a risk factor has been added that discusses the
terms of the settlement agreement and its dilutive effects on shareholders and the market price of the Company’s shares. Lastly,
the Company has disclosed the number of shares it would have to issue to GS Capital Partners to satisfy the judgement based on its most
recent volume weighted average price.

Security
Ownership of Certain Beneficial Owners and Management, page 68

 8. You indicate throughout the registration statement that Dennis O'Leary holds all 100 shares of Series
A Super Voting preferred stock through which he has majority control over the voting power of the company. Disclose the material terms
of this Series A preferred stock. Include these shares in the beneficial ownership table. Since both the Series A and Series D preferred
shares have super-voting rights, add a column to the beneficial ownership table to disclose the percentage voting power of each person.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses the material terms of the Series A preferred stock. The shares have also been included
in the beneficial ownership table including a column to the beneficial ownership table to disclose the percentage voting power of each
person.

      3

Recent Sales of Unregistered Securities, page
II-5

 9. Please explain why you removed from the table showing the shares sold pursuant to the 2022 Equity Finance
Agreement with GHS Investments (i) one of the 10/14/22 sales of 35,628,020 shares for $500,000, and (ii) the 9/5/23 sale of 100 million
shares for $100,000. Your response to prior comment 10 does not explain this change to the table

RESPONSE: The two transactions were removed
from the table showing shares sold pursuant to the 2022 Equity Finance Agreement with GHS Investments because they were not made uder
the 2022 Equity Finance Agreement with GHS Investments and were previously included erroneously. The two transactions have been moved
to a more appropriate place in the section.

We hereby acknowledge the
Company and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review, comments, action
or absence of action by the staff.

Please feel free to contact
me if you have any questions on the responses to your comments.

    Sincerely,

    /s/ Brian Higley

    Outside Legal Counsel

    cc:
    Dennis O’Leary, CEO

      4

October 10, 2024
Dennis O’Leary
Chief Executive Officer
DarkPulse, Inc.
815 Walker Street, Suite 1155
Houston, TX 77002
Re:DarkPulse, Inc.
Amendment No. 2 to Registration Statement on Form S-1
September 12, 2024
File No. 333-276114
Dear Dennis O’Leary:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 29, 2024 letter.
Amendment No. 2 to Form S-1
Prospectus Summary, page 2
1.We note your revisions made in response to prior comment 1. As you only recently
completed development activities of your BOTDA system and built two units for
demonstration to customers, please provide the bases for your claims about the
abilities, applications and advantages of your BOTDA technology and systems. In
addition, discuss the components of a BOTDA system unit and how a customer would
deploy the system as currently built.

October 10, 2024
Page 2
Risk Factors
Due to the failure of GSD to consummate a business combination with DarkPulse by
February 9, 2024..., page 7
2.You indicate that you have expended an estimated $1,821,823 in connection with the
attempted business combination with Global System Dynamics, Inc. ("GSD"). Please
add to this total the $1.5 million you paid to become GSD's sponsor. Disclose whether
GSD has redeemed the remaining public shares and has been liquidated and dissolved.
Disclose whether you are or could be responsible for the costs of liquidation and
dissolution or the claims of creditors.
Equity Financing Agreement, page 31
3.Please disclose why you entered into the Third Amended Equity Financing
Agreement with GHS Investments LLC on August 14, 2024.
Acquisitions, page 53
4.In response to prior comment 7, you point to the Form 8-K/A filed on May 24, 2024
that reported that, "After signing the Agreement [with Optilan (UK) Limited (in
liquidation) and the joint liquidators], the Company and the parties to the Agreement
discovered ambiguity in certain language within the Agreement most notably related
to (3) 'Applicable Intellectual Property Rights' and (1) 'Excluded Intellectual Property
Rights.' The Company has made a partial payment of $30,000 toward the Purchase
Price and is conducting additional due diligence. Once the remaining due diligence is
completed, the Company will make the final payment $35,000 and close the
acquisitions." Please indicate the nature of the ambiguity and when you became aware
of the ambiguity. Furthermore, in light of the fact that the agreement was entered into
and closed on September 11, 2024, disclose how the ambiguity was resolved and
whether any revisions or supplemental agreements were made with respect to how the
ambiguity was resolved. If material, file the agreement as an exhibit. If you do not
believe the agreement should be filed, explain why and supplementally provide us
with a copy of the agreement.
5.Please specify what assets you received under the sale agreement with Optilan (UK)
Limited (in liquidation), what was excluded and the extent to which the assets can be
used in your operations. It appears that you now own the shares of the two Optilan
entities and certain intellectual property rights, but do not have any of their facilities,
operating assets, works-in-progress, raw materials, insurance policies, employees or
the "Excluded Intellectual Property Rights."
Legal Proceedings, page 60
Refer to the legal proceeding, TJM West, Inc v Thomas J McCarthy Family Limited
Partnership. Please clarify what facilities are at issue and whether the facilities are the
company's manufacturing facilities. You indicate that you were locked out of TJM
West's facilities, received a temporary restraining order and that the landlord
terminated the lease. Disclose if you currently have access to or a lease for the
facilities. If material, discuss the impact of this legal proceeding on the company
through risk factor disclosure and in your management's discussion and analysis. In 6.

October 10, 2024
Page 3
this regard, we note your disclosure that your sales of products are primarily generated
from your TJM subsidiaries and that you generated no revenues from TJM Electronics
West, Inc. in the first six months of 2024.
7.Please expand your disclosure about the settlement agreement with GS Capital
Partners LLC to describe the history of the legal proceedings and the terms of the
settlement agreement. Add a risk factor that discusses the terms of the settlement
agreement and its dilutive effects on shareholders and the market price of your shares.
Disclose the number of shares you would have to issue to GS Capital Partners to
satisfy the judgement based on your most recent volume weighted average price.
Security Ownership of Certain Beneficial Owners and Management, page 68
8.You indicate throughout the registration statement that Dennis O'Leary holds all 100
shares of Series A Super Voting preferred stock through which he has majority
control over the voting power of the company. Disclose the material terms of this
Series A preferred stock. Include these shares in the beneficial ownership table. Since
both the Series A and Series D preferred shares have super-voting rights, add a
column to the beneficial ownership table to disclose the percentage voting power of
each person.
Recent Sales of Unregistered Securities, page II-5
9.Please explain why you removed from the table showing the shares sold pursuant to
the 2022 Equity Finance Agreement with GHS Investments (i) one of the 10/14/22
sales of 35,628,020 shares for $500,000, and (ii) the 9/5/23 sale of 100 million shares
for $100,000. Your response to prior comment 10 does not explain this change to the
table.
            Please contact Kathleen Krebs at 202-551-3350 or Larry Spirgel at 202-551-3815
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Brian Higley, Esq.

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September 12, 2024

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington, DC 20549

    Re:
    DarkPulse, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed February 9, 2024

    File No. 333-276114

Dear Ms. Krebs:

We are in receipt of your
letter dated February 29, 2024, setting forth certain comments to the Amendment No. 1 to the Registration Statement on Form S-1 (the “S-1”),
which was filed on February 9, 2024 by DarkPulse, Inc., a Delaware corporation (the “Company”). In response to your
comments, the Company can provide you with the following information in response to your comments:

Amendment No. 1 to
Form S-1

Prospectus Summary,
page 2

 1. Please update your disclosure at the beginning of the Prospectus Summary to be consistent with your current
operations and to reflect the stage of development and lack of commercial sales of your BOTDA system. Similarly revise the beginning of
your Management's Discussion and Analysis of Financial Condition and Results of Operations and Business sections.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 2 to the Registration Statement on Form S-1 (the “Amendment”) which, updates disclosure
at the beginning of the Prospectus Summary to be consistent with the Company’s current operations and to reflect the stage of development
and lack of commercial sales of your BOTDA system. The beginning of the Management's Discussion and Analysis of Financial Condition and
Results of Operations and Business sections have also been updated accordingly.

 2. In response to prior comment 2, you disclosed on page 50 that the business combination agreement between
Global System Dynamics, Inc. and the company was terminated on January 23, 2024. Also disclose that Global System Dynamics is required
to redeem the remaining public shares and liquidate because it did not consummate a business combination by February 9, 2024. Provide
a cross-reference to a new risk factor that discusses and quantifies the consequences to the company of the termination of the business
combination agreement and the liquidation of Global System Dynamics, both as a party to the transaction and as the sponsor of Global System
Dynamics. For example, disclose the amount of money spent by the company to become the sponsor and the amount provided to Global System
Dynamics as the sponsor. Also disclose the transaction costs to the company from entering into and pursuing the consummation of the business
combination agreement.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses, under the subheading “Termination of BCA,” that Global System Dynamics
is required to redeem the remaining public shares and liquidate because it did not consummate a business combination by February 9, 2024.
In addition, a risk factor titled, “Due to the failure of GSD to consummate a business combination with DarkPulse by February
9, 2024, GSD will be forced to liquidate, which may make the shares of GSD owned by DarkPulse worthless and DarkPulse may be unable to
recoup any expenses spent on acquiring securities of GSD and loans to GSD.” Has been added to the Risk Factors section and
has been referenced in the subheading “Termination of BCA.” The risk factor discloses the transaction costs to the
Company from entering into and pursuing the consummation of the business combination agreement.

      1

Current Operations, page 4

 3. Please discuss why Remote Intelligence, LLC, Wildlife Specialists, LLC, and TJM Electronics West, Inc.
are no longer in operation. If material, discuss the impact on the company in Management's Discussion and Analysis of Financial Condition
and Results of Operations.

RESPONSE: Concurrent
with the filing herewith, the Company filed the Amendment which, under the subheading “Current Operations,”
in various sections of the Amendment, discusses why Remote Intelligence, LLC, Wildlife Specialists, LLC, and TJM Electronics West, Inc.
are no longer in operation.

 4. Please explain your statement that you "are pending a Purchase Order issuance to our contract manufacturer
Sanmina Corp (NASDAQ: SANM) for full manufacturing of our patented BOTDA sensor system hardware." In this regard, it is not clear
whether or when you plan to submit a purchase order, whether you have a customer for your BOTDA system or how you plan to fund such a
purchase order.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which explains the arrangement with Sanmina Corp in greater detail.

Management's Discussion and Analysis of Financial
Condition and Results of Operations Financings, page 38

 5. Please reconcile the differences between the table on page 38 showing the puts made by the company during
2023 to GHS pursuant to the May 2022 Equity Financing Agreement with the table on page II-5.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which reconciled the differences between the tables showing the puts made by the Company during 2023 to
GHS pursuant to the May 2022 Equity Financing Agreement.

Liquidity and Capital Resources, page 43

 6. We have considered your response to prior comment 8 and reissue our comment in part. Please disclose the
amount of debt subject to pending litigation. Discuss the level operations that your twelve-month future cash requirements of $2,718,828
will fund and how long the company can operate with current resources.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses the amount of debt subject to pending litigation, the level of operations that the Company’s
12-month future cash requirements will fund, and how long the Company can operate with current resources.

Business

Our Operating Units,
page 46

 7. Please update your disclosure about Optilan India Pvt Ltd and Optilan Communications & Security Systems
Ltd to reflect what you acquired on December 1, 2023 from the liquidation of Optilan. For example, discuss what was excluded from the
purchase and the impact on the operations of these entities. Refer to your Form 8-K filed December 1, 2023. If material, file the purchase
agreements as an exhibit. In addition, clarify whether the installations disclosed for these companies were during the time the company
owned Optilan or since you acquired them from the liquidation of Optilan.

RESPONSE: As
was disclosed in the Company’s Current Report on Form 8-K filed December 5, 2023 and amended on May 24, 2024, After signing the
agreement, the Company and the parties to the Agreement discovered ambiguity in certain language within the Agreement most notably related
to (3) “Applicable Intellectual Property Rights” and (1) “Excluded Intellectual Property Rights.” The Company
has made a partial payment of $30,000 toward the Purchase Price and is conducting additional due diligence. Once the remaining due diligence
is completed, the Company will make the final payment $35,000 and close the acquisitions.

      2

Intellectual
Property, page 54

 8. Please disclose the duration of your material patents.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses under the subheading “Intellectual Property” the duration of
the Company’s material patents.

Legal Proceedings, page 54

 9. We have considered your response to prior comment 10. Please note that you may not provide disclosure
about your legal proceedings by referring to your Form 10-Q filed November 15, 2023. The full disclosure must be provided in the Form
S-1. Therefore, we reissue the comment. Please provide all the disclosure required by Item 103 of Regulation S-K. Ensure the disclosure
is updated to the latest practicable date and includes a description of the factual basis alleged to underlie the proceedings and the
relief sought. See General Instruction VII.D.1.c to Form S-1.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses all the disclosure required by Item 103 of Regulation S-K.

Item 15 - Recent Sales
of Unregistered Securities, page II-1

 10. We note that you registered 1.8 billion shares for resale by GHS Investment under the May 2022 Equity
Financing Agreement on Form S-1, file number 333-265401. The table disclosing the shares sold to GHS Investments pursuant to the May 2022
Equity Financing Agreement indicates that you have sold 1,935,728,017 shares to GHS from June 24, 2022 through January 8, 2024. Since
GHS Investments currently beneficially owns 216,416,267 shares, which corresponds to the number of shares you have sold to GHS Investments
under the Second Amended Equity Financing Agreement dated July 10, 2023, as amended, it appears that GHS Investments resold 135,728,017
shares under the May 2022 Equity Financing Agreement that were not registered for resale. Please advise.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses that certain shares sold to GHS have been sold as restricted securities, as agreed by
GHS.

Exhibits

 11. We note that counsel's revised legality opinion filed as Exhibit 5.1 reflects that all 3.5 billion shares
being registered are not currently outstanding. We further note that the company has already sold 216,416,267 shares to GHS Investments
pursuant to the Second Amended Equity Financing Agreement dated July 10, 2023, as amended. If you intend to register these currently outstanding
shares for resale by GHS Investments, please have counsel revise his opinion to address the legality of these shares.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which amended the legal opinion to include the resales of 271,971,823 previously sold to GHS.

We hereby acknowledge the
Company and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review, comments, action
or absence of action by the staff.

Please feel free to contact
me if you have any questions on the responses to your comments.

    Sincerely,

    /s/ Brian Higley

    Outside Legal Counsel

    cc:
    Dennis O’Leary, CEO

      3

United States securities and exchange commission logo
February 29, 2024
Dennis O’Leary
Chief Executive Officer
DarkPulse, Inc.
815 Walker Street, Suite 1155
Houston, TX 77002
Re:DarkPulse, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 9, 202
File No. 333-276114
Dear Dennis O’Leary:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 16, 2024 letter.
Amendment No. 1 to Form S-1
Prospectus Summary, page 2
1.Please update your disclosure at the beginning of the Prospectus Summary to be consistent
with your current operations and to reflect the stage of development and lack of
commercial sales of your BOTDA system. Similarly revise the beginning of your
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Business sections.
2.In response to prior comment 2, you disclosed on page 50 that the business combination
agreement between Global System Dynamics, Inc. and the company was terminated on
January 23, 2024. Also disclose that Global System Dynamics is required to redeem the
remaining public shares and liquidate because it did not consummate a business
combination by February 9, 2024. Provide a cross-reference to a new risk factor that
discusses and quantifies the consequences to the company of the terminatiion of the

 FirstName LastNameDennis O’Leary
 Comapany NameDarkPulse, Inc.
 February 29, 2024 Page 2
 FirstName LastName
Dennis O’Leary
DarkPulse, Inc.
February 29, 2024
Page 2
business combination agreement and the liquidation of Global System Dynamics, both as
a party to the transaction and as the sponsor of Global System Dynamics. For example,
disclose the amount of money spent by the company to become the sponsor and the
amount provided to Global System Dynamics as the sponsor. Also disclose the transaction
costs to the company from entering into and pursuing the consummation of the business
combination agreement.
Current Operations, page 4
3.Please discuss why Remote Intelligence, LLC, Wildlife Specialists, LLC, and TJM
Electronics West, Inc. are no longer in operation. If material, discuss the impact on the
company in Management's Discussion and Analysis of Financial Condition and Results of
Operations.
4.Please explain your statement that you "are pending a Purchase Order issuance to our
contract manufacturer Sanmina Corp (NASDAQ: SANM) for full manufacturing of our
patented BOTDA sensor system hardware."  In this regard, it is not clear whether or when
you plan to submit a purchase order, whether you have a customer for your BOTDA
system or how you plan to fund such a purchase order.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Financings, page 38
5.Please reconcile the differences between the table on page 38 showing the puts made by
the company during 2023 to GHS pursuant to the May 2022 Equity Financing Agreement
with the table on page II-5.
Liquidity and Capital Resources, page 43
6.We have considered your response to prior comment 8 and reissue our comment in part.
Please disclose the amount of debt subject to pending litigation. Discuss the level
operations that your twelve-month future cash requirements of $2,718,828 will fund and
how long the company can operate with current resources.
Business
Our Operating Units, page 46
7.Please update your disclosure about Optilan India Pvt Ltd and Optilan Communications
& Security Systems Ltd to reflect what you acquired on December 1, 2023 from the
liquidation of Optilan.  For example, discuss what was excluded from the purchase and
the impact on the operations of these entities. Refer to your Form 8-K filed December 1,
2023. If material, file the purchase agreements as an exhibit. In addition, clarify whether
the installations disclosed for these companies were during the time the company owned
Optilan or since you acquired them from the liquidation of Optilan.

 FirstName LastNameDennis O’Leary
 Comapany NameDarkPulse, Inc.
 February 29, 2024 Page 3
 FirstName LastName
Dennis O’Leary
DarkPulse, Inc.
February 29, 2024
Page 3
Intellectual Property, page 54
8.Please disclose the duration of your material patents.
Legal Proceedings, page 54
9.We have considered your response to prior comment 10. Please note that you may not
provide disclosure about your legal proceedings by referring to your Form 10-Q filed
November 15, 2023. The full disclosure must be provided in the Form S-1. Therefore, we
reissue the comment. Please provide all the disclosure required by Item 103 of Regulation
S-K. Ensure the disclosure is updated to the latest practicable date and includes a
description of the factual basis alleged to underlie the proceedings and the relief sought.
See General Instruction VII.D.1.c to Form S-1.
Item 15 - Recent Sales of Unregistered Securities, page II-1
10.We note that you registered 1.8 billion shares for resale by GHS Investment under the
May 2022 Equity Financing Agreement on Form S-1, file number 333-265401. The table
disclosing the shares sold to GHS Investments pursuant to the May 2022 Equity Financing
Agreement indicates that you have sold 1,935,728,017 shares to GHS from June 24, 2022
through January 8, 2024. Since GHS Investments currently beneficially owns 216,416,267
shares, which corresponds to the number of shares you have sold to GHS Investments
under the Second Amended Equity Financing Agreement dated July 10, 2023, as
amended, it appears that GHS Investments resold 135,728,017 shares under the May 2022
Equity Financing Agreement that were not registered for resale. Please advise.
Exhibits
11.We note that counsel's revised legality opinion filed as Exhibit 5.1 reflects that all 3.5
billion shares being registered are not currently outstanding. We further note that the
company has already sold 216,416,267 shares to GHS Investments pursuant to the Second
Amended Equity Financing Agreement dated July 10, 2023, as amended. If you intend to
register these currently outstanding shares for resale by GHS Investments, please have
counsel revise his opinion to address the legality of these shares.
            Please contact Kathleen Krebs at 202-551-3350 or Larry Spirgel at 202-551-3815 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Higley, Esq.

CORRESP
1
filename1.htm

    14888 Auburn Sky Drive, Draper, UT 84020

    (801) 634-1984

    brian@businesslegaladvisor.com

    Brian Higley

    Attorney at Law

    Licensed in Utah

February 9, 2024

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington, DC 20549

    Re:
    DarkPulse, Inc.

    Registration Statement on Form S-1

    Filed December 18, 2023

    File No. 333-276114

Dear Ms. Krebs:

We are in receipt of your
letter dated January 16, 2024, setting forth certain comments to the Registration Statement on Form S-1 (the “S-1”),
which was filed on December 18, 2023 by DarkPulse, Inc., a Delaware corporation (the “Company”). In response to your
comments, the Company can provide you with the following information in response to your comments:

Registration Statement
on Form S-1

Prospectus Summary,
page 2

 1. Please clarify the extent of the company's current operations in light of the involuntary liquidation
of Optilan (UK) Limited. In addition, clarify the extent to which you have manufactured, installed or sold your patented BOTDA dark-pulse
sensor technology system. In this regard, we note that you were required to pay a two percent royalty to the University of New Brunswick
on sales of any and all products or services which incorporate the patents underlying your dark-pulse sensor technology for a period of
five years from April 24, 2018 and that you have paid no royalties to date.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”) which, under the subheading
“Current Operations,” clarifies the extent to which the Company has manufactured, installed, or sold its patented
BOTDA dark-pulse sensor technology system and also states the royalties paid to the University of New Brunswick to date.

 2. Please discuss the status of the business combination transaction between the company and Global System
Dynamics, Inc. Disclose that the business combination will be terminated if it is not consummated by February 9, 2024. Discuss the likelihood
that the business combination will occur by that date. Also disclose that Global System Dynamics will be required liquidate if a business
combination transaction is not consummated by February 9, 2024. Provide a cross-reference to a new risk factor that discusses and quantifies
the consequences to the company, both as a party to the transaction and as the sponsor of Global System Dynamics, if the business combination
is not consummated and Global System Dynamics is liquidated.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses, under the subheading “Termination of BCA,” the termination
of the business combination transaction between the Company and Global System Dynamics, Inc.

      1

The Offering, page 4

 3. Please provide a brief summary of the Equity Financing Agreement with GHS Investments LLC, including the
duration, maximum dollar amount of puts, purchase price, effective discount to the market price, and number of shares required to be issued
based upon the shares issuable under the put. Disclose that you may not have access to the full $30 million amount available under the
Equity Financing Agreement. To provide context, disclose how much of the $30 million maximum amount you could receive from selling the
3.5 billion shares being registered based upon your most recent share price. Also disclose the total number of shares you would have to
issue to obtain the $30 million maximum amount under the Equity Financing Agreement based upon your most recent share price.

RESPONSE: Concurrent
with the filing herewith, the Company filed the Amendment which, under the subheading “Equity Financing Agreement Summary,”
provides a brief summary of the Equity Financing Agreement with GHS Investments LLC, including the duration, maximum dollar amount of
puts, purchase price, effective discount to the market price, and number of shares required to be issued based upon the shares issuable
under the put. Disclosure was also added to the Amendment that the Company may not have access to the full $30 million amount available
under the Equity Financing Agreement. Lastly, disclosure was added as to how much of the $30 million maximum amount the Company could
receive from selling the 3.5 billion shares being registered based upon your most recent share price and the total number of shares the
Company would have to issue to obtain the $30 million maximum amount under the Equity Financing Agreement based upon the most recent share
price.

Risk
Factors, page 5

 4. Provide a new risk factor that discusses the significant dilution and impact on the company’s share
price that shareholders have experienced and will experience in connection with the multiple securities purchase and equity financing
agreements the company has entered into with GHS Investments since August 2021. In the risk factor, disclose the number of shares purchased
and range of prices paid under each agreement. Disclose the effective discount from the market price that GHS Investments pays for the
shares under the agreements. Disclose that basing the purchase price on a discount to the market price means that the lower the company’s
price, the more shares GHS Investments receives. Disclose the change in the company’s market price since the company began issuing
shares to GHS under these agreements in August 2021.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which revised the risk factor titled, “Our existing stockholders may experience significant
dilution from the sale of our common stock pursuant to the GHS Equity Financing Agreement and our share price could decline.”
to disclose the number of shares purchased and range of prices paid under each agreement, the effective discount from the market price
that GHS Investments pays for the shares under the agreements, that basing the purchase price on a discount to the market price means
that the lower the Company’s price, the more shares GHS Investments receives, and the change in the Company’s market price
since the company began issuing shares to GHS under these agreements in August 2021.

Our only existing commitment for financing
is pursuant to Equity Financing Agreement with GHS Investments LLC..., page 16

 5. You indicate that the 4.99% beneficial ownership limitation by GHS Investments may result in the company
being unable to make puts under the Second Amended Equity Financing Agreement. Please disclose the purpose of this limitation. Also disclose
that the 4.99% beneficial ownership limitation does not prevent GHS Investments from selling some or all of the company's shares it acquires
and then acquiring additional shares so that GHS Investments is able to sell shares in excess of the 4.99% beneficial ownership cap while
never holding more than 4.99% of the company's outstanding shares. To provide context, disclose the total amount of shares that GHS Investments
has purchased and sold under the multiple securities purchase and equity financing agreements since August 2021.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which revised the risk factor titled, “Our only existing commitment for financing is pursuant
to Equity Financing Agreement with GHS Investments LLC but our ability to make puts is subject to certain conditions which may limit our
ability to make puts or the amount of each put. In the event we are unable to make puts or obtain other commitments for financing, our
business will fail.” which discloses the purpose of the 4.99% beneficial ownership limitation, that the 4.99% beneficial
ownership limitation does not prevent GHS Investments from selling some or all of the Company's shares it acquires and then acquiring
additional shares so that GHS Investments is able to sell shares in excess of the 4.99% beneficial ownership cap while never holding more
than 4.99% of the Company's outstanding shares, and the total amount of shares that GHS Investments has purchased and sold under the multiple
securities purchase and equity financing agreements since August 2021.

      2

Private Placement

Equity Financing Agreement, page 28

 6. You indicate that, under the July 10, 2023 Equity Financing Agreement with GHS Investments LLC, the purchase
price of shares in a put is 92% of the VWAP market price and the company is required to issue shares in the amount of 115% of each put.
Please disclose the resulting effective purchase price of shares by GHS Investments.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses the effective price of shares by GHS Investments.

Management's Discussion
and Analysis of Financial Condition and Results of Operations Financings, page 37

 7. You indicate that GHS has already purchased over 316 million shares pursuant to the Equity Financing Agreement
entered into in 2023, as amended. Please tell us whether all of these shares have been registered for resale on behalf of GHS. In addition,
please reconcile the differences between the table on page 37 showing the puts made by the company during 2023 to GHS pursuant to the
2023 Equity Financing Agreement with the table on page II-5.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses the shares registered for resale on behalf of GHS and reconciles the differences between
the table on page 37 showing the puts made by the Company during 2023 to GHS pursuant to the 2023 Equity Financing Agreement with the
table on page II-5.

Liquidity
and Capital Resources, page 42

 8. Disclose the total amount of your outstanding debt, the amount of debt in default and the amount of debt
subject to pending litigation. Disclose the amount of cash the company requires for operations for the next 12 months, indicating the
level of operations, and how the long company can operate with current resources.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses the total amount of the Company’s outstanding debt, the amount of debt in default,
the amount of debt subject to pending litigation, and the amount of cash the Company requires for operations for the next 12 months, indicating
the level of operations, and how the long company can operate with current resources.

Global System Dynamics, Inc., page 48

 9. Please disclose the remaining number of Global System Dynamics public shares outstanding and amount of
funds in the trust account following shareholder redemptions that occurred in connection with the shareholder votes to extend the time
to consummate an initial business combination.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses the remaining number of Global System Dynamics public shares outstanding and amount of
funds in the trust account following shareholder redemptions that occurred in connection with the shareholder votes to extend the time
to consummate an initial business combination.

      3

Legal Proceedings,
page 53

 10. Please provide all the disclosure required by Item 103 of Regulation S-K. Ensure the disclosure is updated
to the latest practicable date and includes a description of the factual basis alleged to underlie the proceedings and the relief sought.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which provides all the disclosure required by Item 103 of Regulation S-K to the latest practicable date
and includes a description of the factual basis alleged to underlie the proceedings and the relief sought.

Exhibits

 11. Please file the equity financing agreements with GHS Investments LLC dated April 28, 2023, June 13, 2023
and July 10, 2023 as exhibits to the registration statement.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which files the equity financing agreements with GHS Investments LLC dated April 28, 2023, June 13, 2023
and July 10, 2023 as exhibits to the registration statement.

 12. We note that counsel's legality opinion filed as Exhibit 5.1 reflects that the 3.5 billion shares being
registered are currently outstanding. To the extent that the shares are not currently outstanding, please have counsel revise his opinion
as appropriate. For guidance, refer to Section II.B.2.h of CF Staff Legal Bulleting No. 19.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which files as Exhibit 5.1 a revised opinion.

We hereby acknowledge the
Company and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review, comments, action
or absence of action by the staff.

Please feel free to contact
me if you have any questions on the responses to your comments.

    Sincerely,

    /s/ Brian Higley

    Outside Legal Counsel

    cc:
    Dennis O’Leary, CEO

      4

United States securities and exchange commission logo
January 16, 2024
Dennis O’Leary
Chief Executive Officer
DarkPulse, Inc.
815 Walker Street, Suite 1155
Houston, TX 77002
Re:DarkPulse, Inc.
Registration Statement on Form S-1
Filed December 18, 2023
File No. 333-276114
Dear Dennis O’Leary:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary, page 2
1.Please clarify the extent of the company's current operations in light of the involuntary
liquidation of Optilan (UK) Limited. In addition, clarify the extent to which you have
manufactured, installed or sold your patented BOTDA dark-pulse sensor technology
system. In this regard, we note that you were required to pay a two percent royalty to the
University of New Brunswick on sales of any and all products or services which
incorporate the patents underlying your dark-pulse sensor technology for a period of five
years from April 24, 2018 and that you have paid no royalties to date.
2.Please discuss the status of the business combination transaction between the company
and Global System Dynamics, Inc. Disclose that the business combination will be
terminated if it is not consummated by February 9, 2024. Discuss the likelihood that the
business combination will occur by that date. Also disclose that Global System Dynamics
will be required liquidate if a business combination transaction is not consummated by

 FirstName LastNameDennis O’Leary
 Comapany NameDarkPulse, Inc.
 January 16, 2024 Page 2
 FirstName LastNameDennis O’Leary
DarkPulse, Inc.
January 16, 2024
Page 2
February 9, 2024. Provide a cross-reference to a new risk factor that discusses and
quantifies the consequences to the company, both as a party to the transaction and as the
sponsor of Global System Dynamics, if the business combination is not consummated and
Global System Dynamics is liquidated.
The Offering, page 4
3.Please provide a brief summary of the Equity Financing Agreement with GHS
Investments LLC, including the duration, maximum dollar amount of puts, purchase price,
effective discount to the market price, and number of shares required to be issued based
upon the shares issuable under the put. Disclose that you may not have access to the full
$30 million amount available under the Equity Financing Agreement. To provide context,
disclose how much of the $30 million maximum amount you could receive from selling
the 3.5 billion shares being registered based upon your most recent share price. Also
disclose the total number of shares you would have to issue to obtain the $30 million
maximum amount under the Equity Financing Agreement based upon your most recent
share price.
Risk Factors, page 5
4.Provide a new risk factor that discusses the significant dilution and impact on the
company’s share price that shareholders have experienced and will experience in
connection with the multiple securities purchase and equity financing agreements the
company has entered into with GHS Investments since August 2021. In the risk factor,
disclose the number of shares purchased and range of prices paid under each agreement.
Disclose the effective discount from the market price that GHS Investments pays for the
shares under the agreements. Disclose that basing the purchase price on a discount to the
market price means that the lower the company’s price, the more shares GHS Investments
receives. Disclose the change in the company’s market price since the company began
issuing shares to GHS under these agreements in August 2021.
Our only existing commitment for financing is pursuant to Equity Financing Agreement with
GHS Investments LLC..., page 16
5.You indicate that the 4.99% beneficial ownership limitation by GHS Investments may
result in the company being unable to make puts under the Second Amended Equity
Financing Agreement. Please disclose the purpose of this limitation. Also disclose that the
4.99% beneficial ownership limitation does not prevent GHS Investments from selling
some or all of the company's shares it acquires and then acquiring additional shares so that
GHS Investments is able to sell shares in excess of the 4.99% beneficial ownership cap
while never holding more than 4.99% of the company's outstanding shares. To provide
context, disclose the total amount of shares that GHS Investments has purchased and sold
under the multiple securities purchase and equity financing agreements since August
2021.

 FirstName LastNameDennis O’Leary
 Comapany NameDarkPulse, Inc.
 January 16, 2024 Page 3
 FirstName LastNameDennis O’Leary
DarkPulse, Inc.
January 16, 2024
Page 3
Private Placement
Equity Financing Agreement, page 28
6.You indicate that, under the July 10, 2023 Equity Financing Agreement with GHS
Investments LLC, the purchase price of shares in a put is 92% of the VWAP market price
and the company is required to issue shares in the amount of 115% of each put. Please
disclose the resulting effective purchase price of shares by GHS Investments.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Financings, page 37
7.You indicate that GHS has already purchased over 316 million shares pursuant to the
Equity Financing Agreement entered into in 2023, as amended. Please tell us whether all
of these shares have been registered for resale on behalf of GHS. In addition, please
reconcile the differences between the table on page 37 showing the puts made by the
company during 2023 to GHS pursuant to the 2023 Equity Financing Agreement with the
table on page II-5.
Liquidity and Capital Resources, page 42
8.Disclose the total amount of your outstanding debt, the amount of debt in default and the
amount of debt subject to pending litigation. Disclose the amount of cash the company
requires for operations for the next 12 months, indicating the level of operations, and how
the long company can operate with current resources.
Global System Dynamics, Inc., page 48
9.Please disclose the remaining number of Global System Dynamics public shares
outstanding and amount of funds in the trust account following shareholder redemptions
that occurred in connection with the shareholder votes to extend the time to consummate
an initial business combination.
Legal Proceedings, page 53
10.Please provide all the disclosure required by Item 103 of Regulation S-K. Ensure the
disclosure is updated to the latest practicable date and includes a description of the factual
basis alleged to underlie the proceedings and the relief sought.
Exhibits
11.Please file the equity financing agreements with GHS Investments LLC dated April 28,
2023, June 13, 2023 and July 10, 2023 as exhibits to the registration statement.
12.We note that counsel's legality opinion filed as Exhibit 5.1 reflects that the 3.5 billion
shares being registered are currently outstanding. To the extent that the shares are not
currently outstanding, please have counsel revise his opinion as appropriate. For guidance,
refer to Section II.B.2.h of CF Staff Legal Bulleting No. 19.

 FirstName LastNameDennis O’Leary
 Comapany NameDarkPulse, Inc.
 January 16, 2024 Page 4
 FirstName LastName
Dennis O’Leary
DarkPulse, Inc.
January 16, 2024
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kathleen Krebs at 202-551-3350 or Larry Spirgel at 202-551-3815 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Higley, Esq.

CORRESP
1
filename1.htm

    14888 Auburn Sky Drive, Draper, UT 84020

    (801) 634-1984

    brian@businesslegaladvisor.com

    Brian Higley

    Attorney at Law

    Licensed in Utah

November 7, 2023

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington, DC 20549

    Re:
    DarkPulse, Inc.

    Post-Effective Amendment No. 1 to Form S-1

    Filed October 20, 2023

    File No. 333-265401

Dear Ms. Ishmukhamedova:

We are in receipt of your
letter dated October 1, 2023, setting forth certain comments to the Post-Effective Amendment No. 1 to the Registration Statement on Form
S-1 (the “S-1”), which was filed on October 20, 2023 by DarkPulse, Inc., a Delaware corporation (the “Company”).
In response to your comment, the Company can provide you with the following information in response to your comment:

Post-Effective Amendment No. 1 to Form S-1
filed October 20, 2023

Global System Dynamics, Inc.

The Business Combination, page 48

 1. Please update your disclosure regarding your business combination with Global System Dynamics. For example,
you disclose that "the Business Combination is expected to close in the third calendar quarter of 2023 but in no event later than
August 9, 2023." It appears, however, that you and Global System Dynamics, Inc. amended the business combination agreement in August
2023 to extend the termination date for the business combination to February 9, 2024.

    RESPONSE: Concurrent with the filing
herewith, the Company filed Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”)
which includes revised business description to update the disclosure regarding our business combination with Global System Dynamics.

We hereby acknowledge the
Company and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review, comments, action
or absence of action by the staff.

Please feel free to contact
me if you have any questions on the responses to your comments.

    Sincerely,

    /s/ Brian Higley

    Outside Legal Counsel

    cc:
    Dennis O’Leary, CEO

United States securities and exchange commission logo
October 31, 2023
Dennis O’Leary
Chief Executive Officer
DarkPulse, Inc.
815 Walker Street
Suite 1155
Houston, TX 77002
Re:DarkPulse, Inc.
Post-Effective Amendment No. 1 to Form S-1
Filed October 20, 2023
File No. 333-265401
Dear Dennis O’Leary:
            We have reviewed your post-effective amendment and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 1 to Form S-1 filed October 20, 2023
Business
Global System Dynamics, Inc.
The Business Combination, page 48
1.Please update your disclosure regarding your business combination with Global System
Dynamics.  For example, you disclose that "the Business Combination is expected to close
in the third calendar quarter of 2023 but in no event later than August 9, 2023." It appears,
however, that you and Global System Dynamics, Inc. amended the business combination
agreement in August 2023 to extend the termination date for the business combination to
February 9, 2024.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameDennis O’Leary
 Comapany NameDarkPulse, Inc.
 October 31, 2023 Page 2
 FirstName LastName
Dennis O’Leary
DarkPulse, Inc.
October 31, 2023
Page 2
            Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Crispino at 202-551-
3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Higley

United States securities and exchange commission logo
June 8, 2022
Dennis O'Leary
Chief Executive Officer
DarkPulse, Inc.
815 Walker Street
Suite 1155
Houston , TX 77002
Re:DarkPulse, Inc.
Registration Statement on Form S-1
Filed June 3, 2022
File No. 333-265401
Dear Mr. O'Leary:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Josh Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Higley

CORRESP
1
filename1.htm

DARKPULSE, INC.

815 Walker Street

Suite 1155

Houston , TX 77002

June 8, 2022

VIA EDGAR

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington, DC 20549

Attention: Mr. Pattan

    Re:

    DarkPulse

    Registration Statement on Form S-1

    Filed June 3, 2022

    File No. 333-2654

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, the undersigned, on behalf of DarkPulse, Inc., a Delaware corporation (the “Issuer”),
respectfully requests that the effective date of the Registration Statement on Form S-1 referenced above be accelerated so that it will
become effective at 4:00 P.M., Eastern Time, on June 9, 2022, or as soon as practicable thereafter.

There are no underwriters
in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.

The Issuer hereby authorizes
Brian Higley of Business Legal Advisors, LLC to orally modify or withdraw this request for acceleration. If you have any questions regarding
the foregoing, please contact Mr. Higley at (801) 634-1984 or by e-mail (brian@businesslegaladvisor.com). Thank you in advance
for your assistance.

    Very truly yours,

    DarkPulse, Inc.

    By:

    /s/ Dennis O’Leary

    Name:
    Dennis O’Leary

    Title:
    Chief Executive Officer

    cc:
    Brian Higley, Esq., Business Legal Advisors, LLC

CORRESP
1
filename1.htm

DARKPULSE,
INC.

1345 Ave of the Americas

2ndFloor

New York, NY 10105

December 8, 2021

VIA EDGAR

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington, DC 20549

Attention: Mr. Austin

    Re:

    DarkPulse

    Registration Statement on Form S-1

    Filed December 1, 2021

    File No. 333-261453

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, the undersigned, on behalf of DarkPulse, Inc., a Delaware corporation (the “Issuer”),
respectfully requests that the effective date of the Registration Statement on Form S-1 referenced above be accelerated so that it will
become effective at 12:30 P.M., Eastern Time, on December 10, 2021, or as soon as practicable thereafter.

There are no underwriters
in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.

The Issuer hereby authorizes
Brian Higley of Business Legal Advisors, LLC to orally modify or withdraw this request for acceleration. If you have any questions regarding
the foregoing, please contact Mr. Higley at (801) 634-1984 or by e-mail (brian@businesslegaladvisor.com). Thank you in advance
for your assistance.

    Very truly yours,

    DarkPulse, Inc.

    By:

    /s/ Dennis O’Leary

    Name:
    Dennis O’Leary

    Title:
    Chief Executive Officer

    cc:
    Brian Higley, Esq., Business Legal Advisors, LLC

United States securities and exchange commission logo
December 7, 2021
Dennis O'Leary
Chief Executive Officer
DarkPulse, Inc.
1345 Ave of the Americas, 2nd Floor
New York , NY 10105
Re:DarkPulse, Inc.
Registration Statement on Form S-1
Filed December 1, 2021
File No. 333-261453
Dear Mr. O'Leary:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence,
Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Higley, Esq.

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DARKPULSE, INC.

1345 Avenue of the Americas

2nd Floor

New York, NY 10105

August 16, 2021

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Katherine Wray

    Re:
    DarkPulse, Inc.

    Registration Statement on Form S-3

    Filed July 12, 2021

    File No. 333-257826

Dear Ms. Wray:

In accordance with Rule 461 of the Securities
Act of 1933, as amended, DarkPulse, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-captioned
Registration Statement (the “Filing”) be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on Wednesday,
August 18, 2021, or as soon thereafter as possible.

* * * *

Very Truly Yours,

DarkPulse, Inc.

/s/
Dennis M. O’Leary

Dennis M. O’Leary

Chief Executive Officer, President, and

Chief Financial Officer

CORRESP
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DARKPULSE, INC.

1345 Avenue of the Americas

2nd Floor

New York, NY 10105

August 5, 2021

Katherine Wray

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    DarkPulse, Inc.

    Registration Statement on Form S-3

    Filed July 12, 2021

    File No. 333-257826

Dear Ms. Wray:

By letter dated July 23, 2021, the staff (the
“Staff,” “you” or “your”) of the U.S. Securities and Exchange Commission (the
“Commission”) provided DarkPulse, Inc. (the “Company,” “we,” “us”
or “our”) with its comments to the Company’s Registration Statement on Form S-3 filed with the Commission on
July 12, 2021 (the “S-3”). We are in receipt of your letter and set forth below are the our responses to your comments.
For your convenience, the comments are listed below, followed by our responses.

Registration Statement on Form S-3 Filed July 12, 2021

General

  1.
  Your Form 8-K filed on May 5, 2021, does not appear to have been timely filed, given that it relates to events that occurred on April
26, 2021. Accordingly, it does not appear that you meet the eligibility requirement set forth in General Instruction I.A.3(b) of Form
S-3. Please explain why you believe you are eligible to file on Form S-3, or amend your registration statement on an appropriate form.

  Response: We have filed an amendment
to our Form 8-K filed on May 5, 2021 (such 8-K/A filed with the Commission on July 29, 2021) revising such disclosure to reflect the correct
date of April 30, 2021 for the events described in such filing.

Exhibits

  2.
  We note that the legal opinion filed as Exhibit 5.1 is limited to the laws of the State of Delaware, while the indenture and the debt
securities will be governed by the laws of the State of New York, according to the Section 113 of the form of indenture filed as Exhibit
4.1. Please have counsel revise its legal opinion to opine on the laws of the State of New York with respect to the debt securities. For
guidance, see Section II.B.1(e) of Staff Legal Bulletin No. 19 (Legality and Tax Opinions in Registered Offerings).

  Response: We have filed an amendment
to the S-3 (the “S-3/A”) with the Commission on August 5, 2021. A revised legal opinion is filed as Exhibit 5.1 to
the S-3/A, indicating that the indenture and the debt securities will be governed by the laws of the State of New York.

      1

  3.
  In addition, we refer to the following assumption made by counsel in the opinion: “We are attorneys licensed to practice in the
States of New York and New Jersey and our opinions herein assume the laws of the State of Delaware as applied here are the same as in
those jurisdictions.” Such as assumption appears inappropriate, in that it seems to exclude or pre-empt the lase of the relevant
jurisdiction. Please have counsel provide us with an analysis of how this assumption is appropriate or revise its opinion to remove it.
For guidance, see Section II.B.3(c) of Staff Legal Bulletin No. 19.

  Response: A revised legal opinion
is filed as Exhibit 5.1 to the S-3/A, reflecting the removal of such assumption.

Thank you for your assistance in reviewing this
filing.

Very Truly Yours,

Dennis M. O’Leary

Chief Executive Officer, President, and Chief
Financial Officer

      2

United States securities and exchange commission logo
July 23, 2021
Dennis M. O’Leary
Chief Executive Officer, President, and Chief Financial Officer
DarkPulse, Inc.
1345 Avenue of the Americas
2nd Floor
New York, NY 10105
Re:DarkPulse, Inc.
Registration Statement on Form S-3
Filed July 12, 2021
File No. 333-257826
Dear Mr. O’Leary:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 Filed July 12, 2021
General
1.Your Form 8-K filed on May 5, 2021, does not appear to have been timely filed, given
that it relates to events that occurred on April 26, 2021.  Accordingly, it does not appear
that you meet the eligibility requirement set forth in General Instruction I.A.3(b) of Form
S-3.  Please explain why you believe you are eligible to file on Form S-3, or amend your
registration statement on an appropriate form.

 FirstName LastNameDennis M. O’Leary
 Comapany NameDarkPulse, Inc.
 July 23, 2021 Page 2
 FirstName LastName
Dennis M. O’Leary
DarkPulse, Inc.
July 23, 2021
Page 2
Exhibits
2.We note that the legal opinion filed as Exhibit 5.1 is limited to the laws of the State of
Delaware, while the indenture and the debt securities will be governed by the laws of the
State of New York, according to Section 113 of the form of indenture filed as Exhibit 4.1.
Please have counsel revise its legal opinion to opine on the laws of the State of New York
with respect to the debt securities.  For guidance, see Section II.B.1(e) of Staff Legal
Bulletin No. 19 (Legality and Tax Opinions in Registered Offerings).
3.In addition, we refer to the following assumption made by counsel in the opinion:  “We
are attorneys licensed to practice in the States of New York and New Jersey and our
opinions herein assume the laws of the State of Delaware as applied here are the same as
in those jurisdictions.”  Such an assumption appears inappropriate, in that it seems to
exclude or pre-empt the law of the relevant jurisdiction.  Please have counsel provide us
with an analysis of how this assumption is appropriate or revise its opinion to remove it.
For guidance, see Section II.B.3(c) of Staff Legal Bulletin No. 19.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Katherine Wray, Staff Attorney, at 202-551-3483 or Jan Woo, Legal
Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott E. Linsky

Via fax (801) 847-6422
       D e c e m b e r  1 6 ,  2 0 1 0

Paul G. Begum
Chairman & CEO
Klever Marketing, Inc.
2469 E Ft Union Blvd No. 214 Cottonw ood, UT 84121

Re: Klever Marketing, Inc.
 Form 10-K & Forms 10-K/A for the Fi scal Year Ended December 31, 2009
 Filed April 13, 2010, April 30, 2010 and December 9, 2010, respectively
File No. 000-18730

Dear Mr. Begum:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time on the specific issued raised.
Sincerely,

Kathleen Collins Accounting Branch Chief

Via fax (801) 847-6422
       N o v e m b e r  2 2 ,  2 0 1 0

Paul G. Begum
Chairman & CEO Klever Marketing, Inc. 2469 E Ft Union Blvd No. 214 Cottonw ood, UT 84121

Re: Klever Marketing, Inc.
 Form 10-K & Form 10-K/A for the Fi scal Year Ended December 31, 2009
 Filed April 13, 2010 and Ap ril 30, 2010, respectively
Form 10-Q for the Quarter Ended March 31, 2010 and Form 10-Q & Form 10-Q/A
for the Quarter Ende d June 30, 2010
 Filed May 24, 2010 , August 13, 2010 and Augu st 17, 2010, respectively
File No. 000-18730

Dear Mr. Begum:
We have reviewed your letter dated November 19, 2010 in connection with the above-
referenced filings and have the following comment.  In our comment, we ma y ask you to provide us
with information so we may be tter understand your disclosure.
 Please respond to this letter within ten busin ess days by amending your filing, by providing the
requested information, or by advising us when you will provide the requested response.  If you do not
believe our comment applies to your facts and ci rcumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in response to
this comment, we may have additional comments.  Unless otherwise noted, where prior comments are
referred to they refer to our letter dated November 10, 2010.
 Form 10-Q for the Quarter Ended March 31, 2010 a nd Form 10-Q and Form 10-Q/A for the Quarter
Ended June 30, 2010
 Item 4(T). Controls a nd Procedures, page 13

Management’s Report on Internal Control over Financial Reporting, page 13
 1. Notwithstanding your prior response to prior comment 3, we continue to believe that a revision is required to remove the discussion regardi ng the evaluation of your internal controls over
financial reporting at March 31, 2010 and June 30, 2010 and to limit your discussion to the

 Paul G. Begum Klever Marketing, Inc. November 22, 2010 Page 2
disclosure required by Item 308T(b) for changes in  internal control over  financial reporting
during the quarter.  Please re vise your filings accordingly.
 You may contact Megan Akst, Staff Accountant at (202) 551 -3407 if you have questions
regarding comments on the financial statements and related matters.  If you need further assistance,
you may contact me at (202) 551-3499.
Sincerely,

Kathleen Collins Accounting Branch Chief

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   a_kleversecrespltr.htm

Klever Marketing, Inc.

P.O. Box 351175

Los Angeles, CA 90035

(801) 847-6444

Kathleen Collins, Accounting Branch Chief

U.S. Securities and Exchange Commission

One station Place

100 F. Street, NE

Washington D. C. 20549-4561

November 11, 2010

Reference: Your letter dated November 10, 2010 Re:

Form 10-K & form 10-KA for FY ended December 31, 2009

Form 10-Q & form 10Q/A for the quarters ended June 30, 2010

File No. 000-18730

Attention Kathleen Collins, Accounting Branch Chief

We received your comment letter dated November 10, 2010 regarding our first response to your original comment letter dated October 19, 2010 regarding our recent 10-K and 10-Q filings. Further, we acknowledge that:

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Comment 1: Item 9 Controls and Procedures

We understand the placement of our discussion of the Audit Committee is confusing and have removed the reference to our Audit Committee under the “Evaluation of Controls and Procedures” section and instead explained their role and what they are doing going forward under the “Internal Control Over Financial Reporting Section.”

We have revised the first sentence in our discussion of “Internal Control Over Financial Reporting” to indicate that management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company.

We have revised our reference to “United States generally accepted accounting principles (GAAP)” to “standards of the Public Company Accounting Oversight Board (United States) for internal control over financial reporting.”

Our intent was to disclose our lack of documentation as a material weakness and have moved our discussion of this material weakness up to follow our discussion of our other material weakness, and clearly indicated there are two material weaknesses identified.

We have removed the word “other” from our disclosure about changes made in our internal controls over financial reporting to clarify there were no changes for the period.

Klever Marketing, Inc.

November 11, 2010

Page (2)

Comment 2: Exhibits 31.1 and 31.2

We will revise Exhibits 31.1 and 31.2 for our Form 10-K and our March 31, 2010 and June 30, 2010 forms 10-Q to include the required disclosures for paragraph 4 to indicate “The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:”

As we believe this is the only change necessary to our Forms 10-Q for March 31, 2010 and June 30, 2010, we intend to file an abbreviated amendment for each of these periods.

Comment 3: Management’s Report on Internal Control over Financial Reporting

We understand your comment regarding our evaluation of internal control over financial reporting at each of the two quarters ending March 31, 2010 and June 30, 2010. We confirm that management did conduct an evaluation of our internal controls over financial reporting at each of these dates as part of the required quarterly evaluation (rule 13a-15(b) and 15d-15(b)), but management did not perform an extensive evaluation at the level required by Item 308T(a), which evaluation is not required quarterly. We included the section on “Management’s Report on Internal Control over Financial Reporting” to indicate our material weaknesses had not changed and were still applicable for the quarter. These material weaknesses are clearly listed in our proposed amendment to our Form 10-K, which we have addressed as part of your other comments. We understand, if taken the wrong way, the reader may confuse our evaluation in the quarterly report that a full evaluation was performed, however we respectfully request you allow us to adjust this wording going forward to eliminate any potential confusion with any of our subsequent quarterly filings. We did perform the required quarterly evaluation and provided this additional information to indicate our material weaknesses were still in place.

We believe the above responses and our amended filing of the above referenced 10-K/A and the abbreviated Forms 10Q for the periods ending March 31, 2010 and June 30, 2010 adequately address your comments. Please note that we have attached the revised text we intend to include in our amended 2009 10K/A to comply with your comments and our responses in this letter. If you should have any further questions, please contact myself at (801) 942-6444 or by fax at (801) 847-6422.

Sincerely,

Paul G. Begum

Chairman and CEO

Attachment: Proposed Language for 2nd Amendment to form 10-K 2009

Klever Marketing, Inc.

November 11, 2010

Page (3)

     Proposed Language for 2nd Amendment to form 10-K 2009

ITEM 9A(T) CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company, and have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of the end of the period covered by this report, based on their evaluation of these controls and procedures required by paragraph (b) of Rules 13a-15 and 15d-15, due to certain material weaknesses in our internal control over financial reporting as discussed below.

Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company. Management conducted an evaluation of the effectiveness of our internal control over financial reporting and disclosure based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The results of this evaluation determined that our internal control over financial reporting was ineffective as of December 31, 2009, due to material weaknesses. A material weakness in internal control over financial reporting is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

Management’s assessment identified the following two material weaknesses in internal control over financial reporting:

The small size of our Company limits our ability to achieve the desired level of segregation of duties within our internal controls and financial reporting. We do have a separate CEO and CFO, plus an Audit Committee to review and oversee the financial policies and procedures of the Company, which helps us achieve some segregation of duties. However, until such time as the Company is able to hire additional financial personnel, we do not meet the optimum segregation of duties desired. In the interim, we will continue to strengthen the role of our Audit Committee and their review of our internal control procedures.

We have not achieved the desired level of documentation of our internal controls and procedures. This documentation will be strengthened to limit the possibility of any lapse in controls occurring.

As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of December 31, 2009, the Company's internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by the COSO.

Klever Marketing, Inc.

November 11, 2010

Page (4)

The Audit Committee is addressing these issues but is in the early stages. The Company has no reason to believe there are any accounting lapses or issues, but there clearly is not the separation of responsibilities of a larger organization. In the interim, we will continue to strengthen the role of our Audit Committee and their review of our internal control procedures. We also will continue to follow the standards for the Public Company Accounting Oversight Board (United States) for internal control over financial reporting to include procedures that:

Pertain to the maintenance of records in reasonable detail accurately that fairly reflect the transactions and dispositions of the Company's assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Our management determined that there were no changes made in our internal controls over financial reporting during the fiscal year 2009 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Via fax (801) 847-6422
       N o v e m b e r  1 0 ,  2 0 1 0

Paul G. Begum
Chairman & CEO Klever Marketing, Inc. 2469 E Ft Union Blvd No. 214 Cottonw ood, UT 84121

Re: Klever Marketing, Inc.
 Form 10-K & Form 10-K/A for the Fi scal Year Ended December 31, 2009
 Filed April 13, 2010 and Ap ril 30, 2010, respectively
 Form 10-Q & Form 10-Q/A for th e Quarter Ended June 30, 2010
 Filed August 13, 2010 and August 17, 2010, respectively
File No. 000-18730

Dear Mr. Begum:
We have reviewed your letter dated November 3, 2010 in connection with the above-referenced
filings and have the following comment.  In our comment, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within ten busin ess days by amending your filing, by providing the
requested information, or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts and ci rcumstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in response to
this comment, we may have additional comments.  Unless otherwise noted, where prior comments are
referred to they refer to our  letter dated October 19, 2010.
 Form 10-K and 10-K/A for the Year Ended December 31, 2009

Item 9.  Controls and Procedures, page 12

1. We note your responses to prior comments 1-4 and the proposed revise d disclosures that you
intend to include in your Form 10-K/A when filed.  With regards to such disclosures, we have the following additional comments:

• Please explain further your discussion under “Evaluation of Disclosure Controls and
Procedures” as it relates to the Audit Committee.  For instance, if your intent is to explain
what actions management is taking to addre ss the material weakness noted, then please
clarify your disclosures to indicate as such;

Paul G. Begum Klever Marketing, Inc. November 10, 2010 Page 2
• Revise the first sentence in your discussion of  “Internal Control Over Financial Reporting”
to indicate that management is responsible  for establishing and maintaining adequate
internal controls over financial reporting
 for the company;
• Revise your reference to “United States ge nerally accepted accounting principles (GAAP)”
for internal control over financial reporting to instead refer to the standards of the Public
Company Accounting Oversight Board (United St ates) for internal control over financial
reporting;
• Explain further your disclosures indicating that  you “have not achieved the desired level of
documentation of [your] internal controls and pr ocedures.”  If your in tent was to disclose
your lack of documentation as a material wea kness, then please include this disclosure
along with your discussion of th e other material weakness; and
• You indicate that there were “no other  changes made in [your]  internal controls over
financial reporting…”  However, you have not  included a discussion of any changes that
have been made to your internal controls  over financial reporti ng and therefore, your
reference to “other changes” is confusing.  Pl ease explain the intent of your disclosure and
as applicable, revise to include  a discussion of all changes to  your internal controls over
financial reporting and/or remove the refere nce “other changes” in your disclosures.

Please provide a draft copy of your proposed disclosures that address these issues.
 Exhibits 31.1 and 31.2

 2. We note your response to prior comment 5; how ever it appears that you misunderstood the
portion of the certifica tions to which we were referri ng.  The introductory language of
paragraph 4 should refer to the officer’s responsib ility over disclosure co ntrols and procedures
as well as internal controls ove r financial reporting. In this rega rd, paragraph 4 should read as
follows:  “The registrant's other certifying offi cer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures  (as defined in Excha nge Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial repor ting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:”  We refer you to Item 601(b)(31) of
Regulation S-K.  Please amend your Form 10-K acco rdingly.  In addition, similar revisions
should be made to your March 31, 2010 and June 30, 2010 Forms 10-Q.

Form 10-Q and Form 10-Q/A for the Quarter Ended June 30, 2010

Item 4(T). Controls and Procedures

Management’s Report on Internal Control over Financial Reporting, page 13

3. Your response to prior comment 6 indicates that your CEO preformed an evaluation of the
company’s internal control over financial reporting at each of the two quarters ending March 31, 2010 and June 30, 2010.  Please confirm that ma nagement conducted an evaluation of your
internal controls over financial reporting at each of these date s at the level required by Item
308T(a) even though such an evaluation is only requi red on an annual basis.  If so, please also

 Paul G. Begum Klever Marketing, Inc. November 10, 2010 Page 3
confirm that you have maintained evidential  matter, including documentation, to provide
reasonable support for management’s assessment of th e effectiveness of the registrant’s internal
control over financial reporting at each
 of these dates.  To the exte nt that you did not perform a
full evaluation of your internal controls over financial reporting at March 31, 2010 and June 30,
2010, then revise to remove the discussion of such an evaluation in your Forms 10-Q and limit
your discussion to the disclosure required by Item 308T(b) for changes in internal control over
financial reporting during the quarter.

You may contact Megan Akst, Staff Accountant at (202) 551 -3407 if you have questions
regarding comments on the financial statements and related matters.  If you need further assistance,
you may contact me at (202) 551-3499.
Sincerely,

Kathleen Collins Accounting Branch Chief

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   secresponseletter102710final.htm

Klever Marketing, Inc.

P.O. Box 351175

Los Angeles, CA 90035

(801) 847-6444

Kathleen Collins, Accounting Branch Chief

U.S. Securities and Exchange Commission

One station Place

100 F. Street, NE

Washington D. C. 20549-4561

October 27, 2010

Reference:  Your letter dated October 19, 2010 Re:

Form 10-K & form 10-KA for FY ended December 31, 2009

Form 10-Q & form 10Q/A for the quarters ended June 30, 2010

File No. 000-18730

Attention Kathleen Collins, Accounting Branch Chief

We received your comment letter dated October 19, 2010 on our recent 10-K and 10-Q filings referenced above and are responding with the information requested.  Further, we acknowledge that:

•         The company is responsible for the adequacy and accuracy of the disclosure in the filing:

•         Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•         The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Comment 1:  Form 10-K and 10-K/A for the Year Ended December 31, 2009

                Item 9. Controls and Procedures, page 12

Klever management did in fact perform its assessment of internal control over financial reporting as of December 31, 2009, in compliance with the Commission’s guidelines and Sarbanes-Oxley Section 404.  However, in writing the results of our assessment in the 10-K and 10-K/A reports, we did not adequately report management’s results on internal control over financial reporting as required by item 308T of regulation S-K. We therefore intend to file an amendment to clearly indicate the results of management’s assessment

Klever Marketing, Inc.

October 22, 2010

Page (2)

through management’s report on internal control over financial reporting.

Comment 2:  Proper Disclosure

Management indeed performed its analysis of internal control over financial reporting, but failed to adequately disclose the requirements of item 308T from Regulation S-K.  As such we intend to reword Item 9 in our amended report.

Comment 3:  Explanation of Conclusions Reached on Disclosure Controls in the 10-K and 10-Q Reports

We note in our original filings of Form 10-K and 10-K/A  the use of the word “effective” related to only a portion of the internal control environment and not the overall control environment of the Company.  In our 10-Q reports for the quarters ending March 31, 2010 and June 30, 2010, we recognized the need for more precise and correct language in the description of our disclosure controls, particularly the interpretations of the phrases “effective” and “ineffective,” and we wrote the disclosure with more detailed and precise information.  What we should have also done at that time was to recognize that our 10-K/A for the year ending December 31, 2009, should also be revised and amended to reflect this more accurate description.  We will amend our 10-K/A for 2009 with more accurate and descriptive language clarifying our conclusion of management’s analysis as ineffective.

Comment 4:  CEO’s Conclusion on Disclosure Controls and Procedures

We note in our original filings of Form 10-K and 10-K/A  the use of the word “effective” related to only a portion of the internal control environment and not the overall control environment of the Company. We therefore determined that even though our evaluation revealed no errors in our reports, our lack of adequate separation of control functions mandated that we declare our controls and procedures to be “ineffective.”

We will amend our filing of Form 10-K/A for December 31, 2009, to clearly state that our CEO’s evaluation of the effectiveness of our disclosure controls and procedures was conducted in compliance with Rule 13a-15(e) of the Exchange Act, that based on the definitions within this act that our procedures must be declared “ineffective.”

Klever Marketing, Inc.

October 22, 2010

Page (3)

Comment 5:  Exhibits 31.1 and 31.2

As there are only two certifying officers, and each certifying officer has indicated they are responsible for establishing and maintaining disclosure controls and procedures by signing Exhibit 31.1 and 31.2, we believe we meet the disclosure requirement as there are no other certifying officers.  We will include the introductory language “The registrant’s other certifying officer and I” in future filings, however we do not see the necessity to amend Form 10-Q for our March 31, 2010 and June 30, 2010 filings for the reason noted above.

Comment 6:  Management’s Report on Internal Control over Financial Reporting from Form 10_Q/A for Quarter Ending June 30, 2010, Item 4(T)

Each quarter, our CEO performs an evaluation of our internal controls over financial reporting, and in fact, performed these evaluations in each of the two quarters ending March 31, 2010 and June 30, 2010.  Our disclosures in our quarterly reports are in compliance with the requirements of Item 308T(b) of Regulation S-K as follow

▪

We disclose there were no changes in the company’s internal control over financial reporting that occurred during the fiscal quarter covered by the quarterly report that would materially affect the company’s control over financial reporting

The requirements of Item 308T(a) you mention in your letter apply to Form 10-K and not form 10Q.  We addressed the requirements of Item 308T(a) as discussed in items 1,2, and 3 above.

We believe the above responses and our refiling of the above referenced 10-K/A adequately address your comments.  Please note that we have attached the revised text we intend to include in our amended 2009 10K/A to comply with your comments and our responses in this letter.  If you should have any further questions, please contact myself at (801) 847-6444 or by fax at (801) 847-6422.

Sincerely,

Paul G. Begum

Chairman and CEO

Klever Marketing, Inc.

October 22, 2010

Page (4)

Attachment: Proposed Language for 2nd Amendment to form 10-K 2009

Proposed Language for 2nd Amendment to form 10-K 2009

ITEM 9A(T)   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company, and have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of the end of the period covered by this report, based on their evaluation of these controls and procedures required by paragraph (b) of Rules 13a-15 and 15d-15, due to certain material weaknesses in our internal control over financial reporting as discussed below.  Additionally, the Board of Directors has formed an Audit Committee comprised of Paul Smith, CPA and Donald Pickett, CPA.  The Committee meets annually to determine auditors and scope of the audit, as well as reviews of the 10K and all audited financials to assure the Company remains in compliance with federal regulations and best accounting practices.

Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining disclosure controls and procedures for the Company. Management conducted an evaluation of the effectiveness of our internal control over financial reporting and disclosure based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  The results of this evaluation determined that our internal control over financial reporting was ineffective as of December 31, 2009, due to material weaknesses.  A material weakness in internal control over financial reporting is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

Management’s assessment identified the following material weaknesses in internal control over financial reporting:

•         The small size of our Company limits our ability to achieve the desired level of separation of internal controls and financial reporting.  We do have a separate CEO and CFO, plus an Audit Committee to review and oversee the financial policies and procedures of the Company, which does achieve a degree of separation.  However, until such time as the Company is able to hire a Controller, we do not meet the full requirement for separation.  In the interim, we will continue

Klever Marketing, Inc.

October 22, 2010

Page (5)

to strengthen the role of our Audit Committee and their review of our internal control procedures.  We also will continue to follow United States generally accepted accounting principles (GAAP) for internal control over financial reporting to include procedures that:

     o

     Pertain to the maintenance of records in reasonable detail accurately that fairly reflect the transactions and dispositions of the Company's assets;

     o

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with

generally accepted accounting principles, and that receipts and  expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

o

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets

that could have a material effect on the financial statements

•

We have not achieved the desired level of documentation of our internal controls and procedures. This documentation will be strengthened to limit the possibility of any lapse in controls occurring.

As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of December 31, 2009, the Company's internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by the COSO.

The Audit Committee is addressing these issues but is in the early stages.   The Company has no reason to believe there are any accounting lapses or issues, but there clearly isn’t the separation of responsibilities of a larger organization.

Our management determined that there were no other changes made in our internal controls over financial reporting during the fiscal year 2009 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Via fax (801) 847-6422
       October 19, 2010

Paul G. Begum
Chairman & CEO
Klever Marketing, Inc.
2469 E Ft Union Blvd No. 214 Cottonw ood, UT 84121

Re: Klever Marketing, Inc.
 Form 10-K & Form 10-K/A for the Fi scal Year Ended December 31, 2009
 Filed April 13, 2010 and Ap ril 30, 2010, respectively
 Form 10-Q & Form 10-Q/A for th e Quarter Ended June 30, 2010
 Filed August 13, 2010 and August 17, 2010, respectively
File No. 000-18730

Dear Mr. Begum:
We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10-K and 10-K/A for the Year Ended December 31, 2009

Item 9.  Controls and Procedures, page 12

1. It does not appear that your management has performed its assessment of internal control
over financial reporting as of December 31, 2009.  Since you were required to file or filed an annual report for the prior fiscal year, it appears you ar e required to report on your
management’s assessment of internal control over financial reporting.  If your
management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required
management's report on internal control ove r financial reporting.  In performing your
evaluation, you may find the following documents helpful:

 Paul G. Begum
Klever Marketing, Inc. October 19, 2010 Page 2
ƒ the Commission’s release Amendments to Rules Regarding Management’s Report on
Internal Control Over Financial Reporting  (Securities Act Release 8809/Financial
Reporting Release 76).  You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf
;
ƒ the Commission’s release Commission Guidance Regarding  Management’s Report on
Internal Control Over Financial Reporti ng Under Section 13(a ) or 15(d) of the
Securities Exchange Act of 1934 (Securities Act Releas e 8010/Financial Reporting
Release 77).  You can find this release at http://sec.gov/rule s/interp/2007/33-
8810.pdf ; and
ƒ the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).
 Please note that the failure to perform ma nagement’s assessment adversely affects the
company’s and its shareholders ability to av ail themselves of rules and forms that are
predicated on the current or timely filing of Exchange Act reports.  For further information regarding these impacts, please see Compliance and Disclosure Interpretation
115.02, which you can find at http://www.sec.gov/divisions /corpfin/guidance/regs-
kinterp.htm .
 2. Please consider whether management’s failu re to perform or complete its report on
internal control over financial reporting impacts its conclusions regarding the effectiveness of your disclosure controls and pr ocedures as of the end of the fiscal year
covered by the report and revise your disclosure as appropriate.
 3. Notwithstanding your response to comment  2 above, please explain further how
management concluded your disclosure cont rols and procedures were effective at
December 31, 2009 considering the factors th at led management to conclude your
disclosure controls and procedures were  ineffective at March 31, 2010 and June 30, 2010
appear to have also existed at December 31, 2009.
 4. We note your CEO concluded that your disc losure controls and procedures were
“effective in timely alerting him to material information relating to the Company required to be included in the reports that the Comp any files and submits pur suant to the Exchange
Act.”  Please revise to clarify, if true, that your officers concluded your disclosure controls and procedures are effective to en sure that the information required to be
disclosed by the company in reports that it  files under the Exchange Act is recorded,
processed, summarized and reported within  the time periods specified in the
Commission’s rules and forms and also to ensure that information required to be
disclosed in the reports that you file or submit under the Exchange Act is accumulated
and communicated to management, as appropria te, to allow timely decisions regarding
required disclosure.  In this regard, please note that if your conclusions concerning the
effectiveness of your disclosure controls and procedures refer to the definition of
disclosure controls and procedur es as indicated in Rule 15(e) of the Exchange Act, then

 Paul G. Begum
Klever Marketing, Inc. October 19, 2010 Page 3
you should either (1) provide the entire defi nition or (2) clearly indicate that the
evaluation was made with respect to disclosu re controls and proce dures as defined in
Rule 13a-15(e) of the Exchange Act.  Please revise your filings accordingly.
 Exhibits 31.1 and 31.2

 5. We note that you filed your Principal Executiv e Officer and Principal Financial Officer
certifications under Item 601(b)(3 1) of Regulation S- K. Please revise these certifications
to include the introductory language of paragraph 4 of Item 601(b )(31) of Regulation S-
K.  Similar revisions should be made to your March 31, 2010 and June 30, 2010 Forms 10-Q.

Form 10-Q and Form 10-Q/A for the Quarter Ended June 30, 2010

Item 4(T). Controls a nd Procedures, page 13

Management’s Report on Internal Control over Financial Reporting, page 13
 6. Please explain further your disclosure s in both the March 31, 2010 and June 30, 2010
Forms 10-Q with regards to management’s report on internal control over financial
reporting.  In this regard, tell us if you actually performed an evaluation of your internal controls over financial re porting at each of these dates.  If so, tell us why and specifically
address how you considered the requirements of Item 308T(a) of Regulation S-K to assess the effectiveness of the company’s inte rnal control over fina ncial reporting as of
the end of your most recent fiscal year.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

 Paul G. Begum Klever Marketing, Inc. October 19, 2010 Page 4
You may contact Megan Akst, Staff Accountant at (202) 551 -3407 if you have questions
regarding comments on the financ ial statements and related ma tters.  If you need further
assistance, you may cont act me at (202) 551-3499.

Sincerely,

Kathleen Collins Accounting Branch Chief

Mail Stop 4561 Via Fax (801) 847-6442

June 25, 2009

Jeremiah Cox Chief Financial Officer Klever Marketing, Inc. P.O. Box 711308 Salt Lake City, Utah 84171
Re:    Klever Marketing, Inc.
Form 8-K filed May 28, 2009
File No. 000-18730

Dear Mr. Cox:
We have completed our review of Item 4.01 of your Form 8-K noted above and
do not, at this time, have any further comments.
Sincerely,    Melissa Feider Staff Accountant

Mail Stop 4561 Via Fax (801) 847-6442

June 2, 2009

Jeremiah Cox Chief Financial Officer Klever Marketing, Inc. P.O. Box 711308 Salt Lake City, Utah 84171
Re:    Klever Marketing, Inc.
Form 8-K filed May 28, 2009
File No. 000-18730

Dear Mr. Cox:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.   Form 8-K filed on May 28, 2009

 1. We note your disclosure that your former accountants, Robison Hill & Co., resigned due to “certain debt obligations” owed by the Company to them.  Please revise to clarify the nature of these debt obligations.  If this relates to past due audit fees, tell us the amount of fees owed  and the timing of when those fees were
both invoiced and due.  Also, please revise to include the letter from your former auditors explaining the necessity and request for resignation, as it does not appear to be provided as an exhibit despite that you indicate that it is filed.

Jeremiah Cox
Klever Marketing, Inc.
June 2, 2009 Page 2   2. Tell us the date that the Company engaged its new accountants, Chilsholm, Bierwolf, Nilson & Morrill, LLC, and if they were able to complete their audit procedures by their audit report dated May 15, 2009 given the limited amount of time from your former accountants’ resignation on April 23, 2009.
 3. Revise your disclosure regarding disagreements with your former auditor to be for the past two fiscal years and through the subsequent interim period
 (i.e. May 22,
2009) pursuant to Item 304(a)(1)(iv) of Regulation S-K.
 4. Also, your disclosure should not be limited to “material” disagreements.  Please confirm there were no disagreements as defined in the Item requirement and revise your disclosures accordingly.
 5. Aside for the resignation of your former accountant due to independence issues, please revise to disclose if there were any reportable events as defined in Item 304(a)(1)(v) of Regulation S-K for the past two fiscal years and through the subsequent interim period (i.e. May 22, 2009).
 6. Please revise to disclose if you had any consultations with your new accountants as defined in Item 304(a)(2) of Regulation S-K for the past two fiscal years and through the subsequent interim period (i.e. May 22, 2009).
 7. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from your former accountants stating whether they agree with the statements made in your revised Form 8-K.

As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will respond.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Jeremiah Cox
Klever Marketing, Inc. June 2, 2009 Page 3   In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.  If you have any questions, please call me at (202) 551-3379.
 Sincerely,    Melissa Feider Staff Accountant