What changed in this filing

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Item 1. Business

2022-04-15 compared with 2021-04-15 · 280 added, 127 removed, 97 unchanged (81% of the section changed)

As used in this Annual Report, the terms “we,”

“us,”

“our,”

and the “Company”

refer to DarkPulse, Inc., a Delaware corporation.

As used in this Form 10-K, the terms “we,”

“us,” “our,” and the “Company” refer to DarkPulse, Inc., a Delaware corporation, and its subsidiaries.

Corporate Overview

DarkPulse, Inc.

("DPI", “DarkPulse”

or the "Company") is a technology-security company incorporated in 1989 as Klever Marketing, Inc ("Klever").

Its principal

wholly-owned subsidiary, DarkPulse Technologies Inc.

("DPTI"), originally started as a technology spinout from the University

of New Brunswick, Fredericton, Canada.

DPI is comprised of two security platforms:

Fiber and Ultra-High Sensitivity Sensors ("UHSS").

On April 27, 2018, Klever entered into an Agreement

and Plan of Merger (the “Merger Agreement”

or the “Merger”) involving Klever as the surviving parent corporation

and acquiring DPTI as its wholly-owned subsidiary.

On July 18, 2018, the parties closed the Merger Agreement, as amended on July 7, 2018,

and the name of the Company was subsequently changed to DarkPulse, Inc.

With the change of control of the Company, the Merger was accounted

for as a recapitalization in a manner similar to a reverse acquisition.

On July 20, 2018, the Company filed a Certificate

of Amendment to its Certificate of Incorporation with the State of Delaware, changing the name of the Company to “DarkPulse, Inc.”

The Company filed a corporate action notification with the Financial Industry Regulatory Authority (FINRA), and the Company's ticker symbol

was changed to “DPLS.”

The Company’s security and monitoring systems

will be delivered in applications for critical infrastructure/ key resources such as but not limited to border security, pipelines, the

oil and gas industry and mine safety.

Current uses of fiber optic distributed sensor technology have been limited to quasi-static, long-term

structural health monitoring due to the time required to obtain the data and its poor precision.

The Company’s patented BOTDA dark-pulse

sensor technology allows for the monitoring of highly dynamic environments due to its greater resolution and accuracy.

(“ DarkPulse ”

or the " Company ") is a technology-security company incorporated in 1989 as Klever Marketing, Inc (" Klever ").

One of our principal wholly-owned subsidiaries, DarkPulse Technologies Inc.

(" DPTI "), originally started as a technology

spinout from the University of New Brunswick, Fredericton, Canada.

DPI is comprised of multiple security platforms:

Patented BOTDA Fiber

Optic sensor systems and Satellite Communications services.

In December 2010, DPTI entered into an Assignment

Agreement with the University of New Brunswick, Canada (the “University”), pursuant to which the University sold, transferred,

and assigned to the Company certain patents related to the University’s BOTDA dark-pulse technology (the "Patents") in

exchange for the issuance of a debenture to the University in the amount of C$1,500,000 (Canadian dollars).

Agreement with the University of New Brunswick, Canada (the “ University ”), pursuant to which the University sold,

transferred, and assigned to us certain patents related to the University’s BOTDA dark-pulse technology (the " Patents ")

in exchange for the issuance of a debenture to the University in the amount of C$1,500,000 (Canadian dollars).

In April 2017, DPTI

issued a replacement debenture to the University in the amount of US$1,491,923 (the “Debenture”).

The Patents and the

Debenture were initially recorded in the Company’s accounts at $1,491,923, based upon the exchange rate between the US dollar and

the Canadian dollar on December 16, 2010, the date of the original debenture.

In addition to the repayment of principal and interest,

the Debenture requires DPTI to pay the University a two percent royalty on sales of any and all products or services which incorporate

the Patents for a period of five years commencing on April 24, 2018, as well as to reimburse the University for its patent-related costs.

The Company offers a full suite of engineering,

installation and security management solutions to industries and governments.

Coupled with our patented BOTDA dark-pulse technology (the

“DarkPulse Technology”), DarkPulse provides its customers a comprehensive data stream of critical metrics for assessing the

health and security of their infrastructure.

Our comprehensive system provides for rapid, precise analysis and responsive activities predetermined

by the end-user customer.

issued a replacement debenture to the University in the amount of US$1,491,923 (the “ Debenture ”).

and the Debenture were initially recorded in our accounts at $1,491,923, based upon the exchange rate between the U.S.

dollar and the

Canadian dollar on December 16, 2010, the date of the original debenture.

In addition to the repayment of principal and interest, the

Debenture requires DPTI to pay the University a 2% royalty on sales of any and all products or services which incorporate the Patents

for a period of five years commencing on April 24, 2018, as well as to reimburse the University for its patent-related costs.

On April 27, 2018, Klever entered into an Agreement

and Plan of Merger (the “ Merger Agreement ” or the “ Merger ”) involving Klever as the surviving parent

corporation and acquiring DPTI as its wholly-owned subsidiary.

On July 18, 2018, the parties closed the Merger Agreement, as amended

on July 7, 2018, and the name of the Company was subsequently changed to “DarkPulse, Inc.” With the change of control of

the Company, the Merger was accounted for as a recapitalization in a manner similar to a reverse acquisition.

On July 20, 2018, we filed a Certificate of Amendment

to our Certificate of Incorporation with the State of Delaware, changing the name of the Company to “DarkPulse, Inc.” We

filed a corporate action notification with the Financial Industry Regulatory Authority (“ FINRA ”), and our ticker symbol

was changed to “DPLS.”

Our security and monitoring systems will be delivered

in applications for critical infrastructure/ key resources such as but not limited to border security, pipelines, the oil and gas industry

and mine safety.

Current uses of fiber optic distributed sensor technology have been limited to quasi-static, long-term structural health

monitoring due to the time required to obtain the data and its poor precision.

Our patented BOTDA dark-pulse sensor technology allows

for the monitoring of highly dynamic environments due to its greater resolution and accuracy.

Our Operating Units

Founded in 1990, Optilan is a leading independent

security and communications systems integrator worldwide.

Providing specialist technologies and techniques Optilan helps to protect businesses

and organizations from external threats.

Telecommunications, Energy, Rail, Critical Network Infrastructure, Pipeline Integrity Systems,

Renewables and Security.

Headquartered in Warwick, United Kingdom with a 30-year pedigree, at Optilan our customers trust us to keep

the integrity of their assets safe and secure, by managing the life cycle delivery risk of our solutions.

By fostering a collaborative

design approach to complex problems, we provide innovative solutions, custom fit to even the most demanding of sites and scale of projects.

Importantly, our commitment to our safety culture remains unaverred, to ensure that everyone goes home safely every day.

We orchestrate

business resilience with a suite of end-to-end solutions, combined with connectivity and professional service at a global level.

business environment is more dynamic than ever, with continuous change and disruption accepted as the new normal.

We complement our tailored,

integrated expertise with a curated ecosystem of leading manufacturers, to achieve both high quality and enduring results.

to foster a unique culture full of talented individuals.

Our sector focus ensures that our account teams are fully accredited in their

operational areas.

We are committed to creating individually tailored solutions, using collaborative techniques and programming tools

to deliver the networks of the future.

Optilan has provided integrated solutions for leading Oil and Gas, Industrial and Energy companies

around the world.

As an industry leader in deploying communication networks with exceptional reliability, our reputation for delivering

the highest quality products remains unsurpassed.

This spans mobile, broadband, security systems and customer premise works.

Our professionals

have the skill to adopt and embed our expertise into existing platforms, processes, and cultures, delivering exceptional value for our

Beyond our operational scope, we strive to consider the impact of our global footprint and mitigate associated environmental

and sustainability risks.

These factors combined set Optilan apart and establish why customers continue to trust and invest in our services.

Remote Intelligence

Remote Intelligence provides Unmanned Aerial Drone

and UGC (unmanned ground crawler) Services to a variety of clients;

from Industrial Mapping and Ecosystem Services, to Search and Rescue,

to Pipeline Security, we provide sales and consulting services for all markets.

Remote Intelligence started in 2013 with a simple vision;

to use the new and developing field of unmanned aerial vehicles to produce higher quality, safer and more effective products for a variety

We strive to Equip, Educate and Advance the use of the most advanced Unmanned Aerial Systems and Unmanned Ground Crawlers

in the United States and around the world for commercial, government and domestic use.

Our top priorities as we do that are to find safe

and ethical ways to use this new and exciting field of technology to make life better.

Providing holistic intelligence consultation and

solutions including full-service Methane Detection and Monitoring.

Quick, comprehensive site mapping and aerial inspection services.

specialize in fully integrated, geo-rectified, 3D modeled mapping and AI for industrial applications, specializing in the energy and environmental

industries, with AI and live streaming capabilities anywhere in the world.

Also providing aerial survey, video inspection services, emergency

support services, wildlife and habitat surveys, and comprehensive system design, training, and sales for both the commercial and private

Integrating the latest tech solutions like artificial intelligence.

Globally connected with a base of operation in Wellsboro

Pennsylvania.

TerraData Unmanned

Comprised of a team with more than 30 years cumulative

experience in the unmanned industry, TerraData custom manufactures NDAA compliant drones and unmanned ground crawlers to meet the needs

of its customers.

TerraData has successfully delivered a custom drone platform per a customer’s specifications which exceeds current

industry offering by more than 30 minutes.

The team has manufactured, and successfully flight tested a Quad Copter drone with 1.5KG payload

capabilities that delivers more than 60 minutes of continuous flight.

This cutting-edge design is a combination of proprietary software

and hardware.

The custom platform offers NDAA compliant autopilot, communications links, TSO Certified GPS unit and ground control station.

Future designs include integrating RTK for mapping, methane detectors, and true terrain following capabilities.

There are also improvements

scheduled that are intended to further extend the endurance and provide over 4KG of payload capacity, not including batteries.

has also announced the research, development and successful testing of an autonomous crawler soon to be released to the market with Methane

and Multi Gas Detection capabilities.

Working seamlessly with its partners at DarkPulse and its subsidiary companies, TerraData can custom

design, build and operate a system to meet our customers' needs 24 hours a day 365 days a year around the block or around the globe.

Wildlife Specialists

Wildlife Specialists, LLC was founded in 2007

to provide clients with comprehensive wildlife and environmental assessment, planning, and monitoring services.

We currently maintain

two regional offices located in north central and southeastern Pennsylvania and are available to provide services to clients nationwide

and around the globe.

Our staff are well-established professionals who have a wide range of experience in wildlife management, research,

and monitoring at the local and statewide levels throughout the United States.

In addition, we have specific expertise in providing the

full range of sensitive species and habitat assessments necessary for your development projects.

Wildlife Specialists’ mission is

to provide consulting services that use the latest technology to produce the highest quality results compatible with our clients’

management goals and the appropriate protocols developed by state and federal wildlife management agencies.

Wildlife Specialists is fully

insured to industry standards and committed to the safety of our staff, our clients, and the public.

We have maintained safety certification

through ISNetWorld and other 3rd party certifiers.

We are also officially PennDOT, GSA, Small Business and HUBZone Certified.

TJM West Electronics

TJM West Electronics is an ISO9001 and AS9100

certified electronics and electro-mechanical assembly operation.

We operate out of a high tech, 20,000 Sq ft facility in Tempe, Arizona.

Our assembly team is trained to IPC 610 and J-STD-001 standards, Class 2 and 3.

We have been in business since 1999.

Our latest website

was developed to be a customer interface for rapid costing, build scheduling, open order status, and complete manufacturing history data

Registered users can enter build and fabrication parameters for quantities of 2-20 units.

Our calculator provides itemized labor,

PCB fabrication cost and delivery.

Registered users can also access factory floor for the updated status and delivery date of open orders,

a review of configuration, quotes and full quality history database.

manufacturer and test of advanced electronics,

cables and sub-assemblies.

we specialize in advanced package and complex CCA and hardware.

Certified to space and flight AS9100D, TJM

has over 20 years supplying ultra-high reliability, and fully documented electronic Hardware.

Per AS9100D, TJM maintains all material

certifications, process and measurement reports electronically as part of a complete quality history record.

Manufacturing PCB Design

services on the most popular platforms including Cadence, Altium, and Mentor.

Design output data integrates seamlessly to our automated

manufacturing line.

Test Development ICT to functional and burn-in.

We develop a test plan and hardware system to deliver your 100% verified

Low Cost, High Reliability Manufacturing is the net result of quality planning, optimizing automation technology, operational

efficiency, and communication.

High value, low-cost domestic solution to replace offshore manufacturing.

Protect your IP and keep direct

line-of sight of manufacturing with products made in the USA.

TJM West Is your one stop shop.

On August 9, 2021, we entered into a Share Purchase

Agreement with Optilan Guernsey Limited and Optilan Holdco 2 Limited, pursuant to which we purchased from the sellers all of the issued

and outstanding equity interests of Optilan HoldCo 3 Limited, a private company incorporated in England and Wales (“ Optilan ”)

for £1.00 and also a commitment to enter into a subscription agreement.

Optilan is now a wholly-owned subsidiary of the Company.

On August 9, 2021, we entered into a Subscription

Agreement with Optilan, pursuant to which we agreed to purchase an aggregate of 4,000,000 Ordinary Shares of Optilan for an aggregate

purchase price of £4,000,000.

On August 30, 2021, we closed two separate Membership

Interest Purchase Agreements with Remote Intelligence, Limited Liability Company, a Pennsylvania limited liability company (“ RI ”)

and Wildlife Specialists, LLC, a Pennsylvania limited liability company (“ WS ”) pursuant to which we agreed to pay

to the majority shareholder of each of RI and WS an aggregate of 15,000,000 shares of our Common Stock, $500,000 to be paid on the closing

date, and an additional $500,000 to be paid 12 weeks from closing date in exchange for 60% ownership of each of RI and WS.

are now subsidiaries of the Company.

On September 8, 2021,

we entered into and closed the Stock Purchase Agreement with TJM Electronics West, Inc., an Arizona corporation (“ TJM ”),

and TJM’s shareholders, pursuant to which we agreed to purchase all of the equity interests in TJM in exchange for $450,000, subject

to adjustments as defined in the Stock Purchase Agreement.

TJM is now a wholly-owned subsidiary of the Company.

Effective October 1,

2021, we entered into and closed the Membership Purchase Agreement with TerraData Unmanned, PLLC, a Florida limited liability company

(“ TerraData ”), and Justin Dee, the sole shareholder of TerraData, pursuant to which we agreed to purchase 60% of the

equity interests in TerraData in exchange for 3,725,386 shares of our Common Stock and $400,000, subject to adjustments as defined in

the Membership Purchase Agreement, to be paid within 12 weeks of closing.

TerraData is now a subsidiary of the Company.

We offer a full suite of engineering, installation

and security management solutions to industries and governments.

Coupled with our patented Brillouin

optical time domain analyzer (“ BOTDA ”) dark-pulse technology (the “ DarkPulse Technology ”),

we provide our customers a comprehensive data stream of critical metrics for assessing the health and security of their infrastructure.

Our comprehensive system provides for rapid, precise analysis and responsive activities predetermined by the end-user customer.

responses include the use of “smart” AI platformed cameras, facial recognition technologies and multiple drone platforms.

Our User Interface (UI) is cloud based which offers end-users access to their systems on any device located anywhere in the world.

programming of the UI is being completed within a game engine that will also offer access via Virtual Reality headsets, allowing end-users

to virtually inspection their assets.

Historically, distributed sensor systems have

4 unchanged sentences

The loss of spatial resolution with an increase in fiber length has also limited the use of distributed sensor systems.

these shortcomings, existing technologies are unable to succeed within today’s dynamic environments, and needs for more advanced

sensor technologies have remained unsatisfied.

3 unchanged sentences

Buildings, Roadways pipelines and mining installations.

DarkPulse Technology’s differentiators from

and advantages over existing technologies:

DarkPulse Technology’s differentiators

from and advantages over existing technologies:

Real-time Reporting:

Higher data acquisition speeds allowing for structural monitoring of dynamic systems

Higher data acquisition speeds allowing

for structural monitoring of dynamic systems

Cost to Customer:

Significantly lower acquisition and operating costs

A greater magnitude of precision and spatial resolution than other systems currently available

A greater magnitude of precision and spatial resolution

than other systems currently available

Applications:

Wider range of capabilities than other systems currently available

Wider range of capabilities than other systems currently

Power consumption:

Lower power consumption than existing systems allowing for off-grid installations

Lower power consumption than existing systems allowing

for off-grid installations

Capable of integrating with existing systems

1 unchanged sentence

We believe that these key advantages should allow

the Company not only to enter existing markets, but more importantly, to open new market opportunities with new applications.

intends to leverage new applications to target clients that have been unable to make use of distributed fiber optic technology to date.

us not only to enter existing markets, but more importantly, to open new market opportunities with new applications.

We intend to leverage

new applications to target clients that have been unable to make use of distributed fiber optic technology to date.

Revenue Generation

We intend to generate revenue from the following

Hardware equipment sales, warranties, service contracts and licensing to large enterprises and governments.

Recurring subscription fees paid by enterprise/government users for access to our 24/7 monitoring services of their critical infrastructure;

Recurring subscription fees paid by enterprise/government users for access to our applications by enterprises/governments;

Recurring subscription fees paid by enterprise users for access to data stored in the cloud that may be integrated into large, third-party providers such as Oracle, Google Cloud;

Hardware equipment sales, warranties, service contracts and licensing

to large enterprises and governments;

Recurring subscription fees paid by enterprise/government users for

access to our 24/7 monitoring services of their critical infrastructure;

Recurring subscription fees paid by enterprise/government users for

access to our applications by enterprises/governments;

Recurring subscription fees paid by enterprise users for access to

data stored in the cloud that may be integrated into large, third-party providers such as Oracle, Google Cloud;

and Microsoft;

among others;

Recurring subscription fees paid by enterprise/government users who subscribe to bundled service offerings.

Recurring subscription fees paid by enterprise/government users who

subscribe to bundled service offerings.

Current uses of fiber optic distributed sensor

technology have been limited to quasi-static, long-term structural health monitoring due to the time required to obtain the data and its

poor precision.

Our DarkPulse Technology allows for the monitoring of highly dynamic environments due to its magnitude of increased resolution

and greater accuracy.

The resulting high speed, real-time monitoring capabilities of our DarkPulse Technology should satisfy a broad range

of existing and emerging requirements.

Use of the DarkPulse Technology by our customers should result in lower production costs with increased

sensing capabilities that can integrate with existing technology and be upgraded cost effectively.

Due to the characteristics of the fiber used in

fiber optic sensing, the uses of our DarkPulse Technology are wide ranging.

technology have been limited to quasi-static, long-term structural health monitoring due to the time required to obtain the data and

its poor precision.

Our DarkPulse Technology allows for the monitoring of highly dynamic environments due to its magnitude of increased

resolution and greater accuracy.

The resulting high speed, real-time monitoring capabilities of our DarkPulse Technology should satisfy

a broad range of existing and emerging requirements.

Use of the DarkPulse Technology by our customers should result in lower production

costs with increased sensing capabilities that can integrate with existing technology and be upgraded cost effectively.

Due to the characteristics of the fiber used

in fiber optic sensing, the uses of our DarkPulse Technology are wide ranging.

Optical fiber is hard-wearing, which allows it to be used

in environments where other technologies fail (for example, at temperatures ranging from -40°C to 300°C and 1000psi).

DarkPulse Technology’s sensors allow for live sensing due to the speed at which the analysis takes place.

The Company’s management team is continually

identifying markets in which our DarkPulse Technology may be readily applied.

Once these markets (as described below) have been addressed,

our DarkPulse Technology may be adapted and applied to new markets.

in environments where other technologies fail (for example, at temperatures ranging from -40°C to 300°C and 1000psi).

Additionally,

DarkPulse Technology’s sensors allow for live sensing due to the speed at which the analysis takes place.

Our management team is continually identifying

markets in which our DarkPulse Technology may be readily applied.

Once these markets (as described below) have been addressed, our DarkPulse

Technology may be adapted and applied to new markets.

Structural Monitoring

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Dynamic stress monitoring of runways

Dynamic ship hull stress monitoring, especially with a view to double-hull oil tankers

Smart grid and power conservation applications based on cooling and/or heat proximity –

for instance, computer rooms, cell towers for heat soak

Dynamic ship hull stress monitoring, especially with a view to double-hull

Smart grid and power conservation applications based on cooling and/or

heat proximity – for instance, computer rooms, cell towers for heat soak

Monitor low temperatures as part of control systems

12 unchanged sentences

Because of these shortcomings, existing

bright-pulse Brillouin-based technologies are unable to succeed within today’s dynamic environments, which coincides with our DarkPulse

Technology’s increased capabilities over bright-pulse systems.

bright-pulse Brillouin-based technologies are unable to succeed within today’s dynamic environments, which coincides with our DarkPulse

Technology’s increased capabilities over bright-pulse systems.

Our marketing initiatives include daily, broad-based social media

management of our website;

email campaigns, and other ongoing initiatives designed to increase awareness of our products and

services and drive conversion and adoption rates.

engagement, management of our website, email campaigns, national television commercials, magazine ads, and other ongoing initiatives designed

to increase awareness of our products and services and drive conversion and adoption rates.

The overall optical sensing market is projected

to reach USD $3.47 billion by 2023 from USD $1.13 billion in 2016, at a CAGR of 15.47% between 2017 and 2023.

The Company is active in the optical sensing market, including Oil & Gas pipeline health monitoring, National Border Security applications,

and the mining industry.

We believe that fiber sensing applications which incorporate our DarkPulse Technology may provide significant

competitive advantages over structural health monitoring applications offered by the long-term leaders in the field, such as Schlumberger,

Hewlett-Packard, and Yokogawa, which collectively account for a significant portion of industry sales.

These companies, as well as others,

have numerous differences in feature sets and functionality, but all share certain basic attributes:

a bright-pulse technology as the

core of their systems architecture.

An architecture designed using bright-pulsing technology has limited sensing capabilities and resolutions

of one meter allowing for mostly long-term quasi-static deployments.

However, the Company utilizes its DarkPulse Technology

We are active in the optical sensing market, including Oil & Gas pipeline health monitoring, National Border Security

applications, and the mining industry.

We believe that fiber sensing applications which incorporate our DarkPulse Technology may provide

significant competitive advantages over structural health monitoring applications offered by the long-term leaders in the field, such

as Schlumberger, Hewlett-Packard, and Yokogawa, which collectively account for a significant portion of industry sales.

These companies,

as well as others, have numerous differences in feature sets and functionality, but all share certain basic attributes:

a bright-pulse

technology as the core of their systems architecture.

An architecture designed using bright-pulsing technology has limited sensing capabilities

and resolutions of one meter allowing for mostly long-term quasi-static deployments.

_________________

Optical Sensing Market by Industry (Aerospace & Defense, Utilities, Oil & Gas, Medical, Construction, and Consumer

Electronics), Application, Method, and Geography - Global Forecast to 202\3

(https://www.marketsandmarkets.com/Market-Reports/optical-sensing-market-197592599.html?gclid=EAIaIQobChMIzrfanf7P4QIVA0GGCh3jlw7rEAAYASAAEgI9bvD_BwE)

However, we utilize our DarkPulse Technology

allowing for multiple applications into those markets unavailable to companies using bright-pulse technology.

While many of the companies

using bright-pulse technology have attempted to incorporate various sensing techniques into a legacy technology, none have been able to

offer the order of magnitude resolutions offered by our DarkPulse Technology.

using bright-pulse technology have attempted to incorporate various sensing techniques into a legacy technology, none have been able

to offer the order of magnitude resolutions offered by our DarkPulse Technology.

This magnitude in resolution coupled with the DarkPulse

Technology’s increased data collection speeds allows our DarkPulse Technology to be installed into areas of the market that our

competitors cannot.

The Company’s future financial condition and operating results depend on its ability to provide a high-quality

solution as well as increased distribution of the solutions in each of the markets in which it competes or intends to compete within.

for the Company’s products and services are highly competitive and the Company is confronted by aggressive competition.

These markets

are characterized by frequent product introductions and rapid technological advances.

The Company’s financial condition and operating

results can be adversely affected by these and other industry-wide downward pressures on gross margins.

Principal competitive factors

important to the Company include price, product features, relative price and performance, product quality and reliability, marketing and

distribution capability, service and support and corporate reputation.

Our future financial condition and operating results depend on our ability to provide a high-quality solution as

well as increased distribution of the solutions in each of the markets in which we compete or intend to compete within.

The markets for our products and services are

highly competitive and we are confronted by aggressive competition.

These markets are characterized by frequent product introductions

and rapid technological advances.

Our financial condition and operating results can be adversely affected by these and other industry-wide

downward pressures on gross margins.

Principal competitive factors important to us include price, product features, relative price and

performance, product quality and reliability, marketing and distribution capability, service and support and corporate reputation.

Intellectual Property

18 unchanged sentences

of others, or to defend against claims of infringement, invalidity, misappropriation, or other claims.

Through DPTI’s April 2017 Intellectual Property

agreement with the University, DPTI was sold, transferred, and assigned U.S.

7,245,790, 8,643,829, and 9,534,965, each of

which are related to our BOTDA dark-pulse technology.

Through DPTI’s April 2017 Intellectual

Property agreement with the University, DPTI was sold, transferred, and assigned U.S.

7,245,790, 8,643,829, and 9,534,965,

each of which are related to our BOTDA dark-pulse technology.

In addition, Canadian Patent No.

2,502,275 was also assigned.

_______________________

Sensing Market by Industry (Aerospace & Defense, Utilities, Oil & Gas, Medical, Construction, and Consumer Electronics), Application,

Method, and Geography - Global Forecast to 202\3 (https://www.marketsandmarkets.com/Market-Reports/optical-sensing-market-197592599.html?gclid=EAIaIQobChMIzrfanf7P4QIVA0GGCh3jlw7rEAAYASAAEgI9bvD_BwE)

We currently rely on a full-time, dedicated, external

team of experienced professionals for the coding and maintenance of our products.

We believe we have mitigated the associated risks

of managing an external team of software and engineering development professionals by incorporating internal management and oversight,

We currently rely on a full-time, dedicated,

external team of experienced professionals for the coding and maintenance of our products.

We believe we have mitigated the associated

risks of managing an external team of software and engineering development professionals by incorporating internal management and oversight,

as well as appropriate systems, protocols, controls, and procedures and ensuring that we have access to additional qualified professionals

5 unchanged sentences

Our management

believes it currently possesses all requisite authority to conduct our business as described in this Annual Report.

As of April 10, 2021, we had one full-time employee

and no part-time employees.

believes it currently possesses all requisite authority to conduct our business as described in this Form 10-K.

As of April 11, 2022, we had 167 full-time employee and no

part-time employees.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business