What changed in this filing

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Item 1. Business

2025-04-14 compared with 2024-07-15 · 308 added, 115 removed, 228 unchanged (65% of the section changed)

5 unchanged sentences

(“ Klever ”).

Its’ wholly-owned

subsidiary, DarkPulse Technologies Inc.

(“ DPTI ”), originally started as a technology spinout from the University of

New Brunswick, Fredericton, Canada.

The Company’s security and monitoring systems will initially be delivered in applications for

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.

Company’s patented BOTDA dark-pulse sensor technology allows for the monitoring of highly dynamic environments due to its greater

resolution and accuracy.

Its wholly owned subsidiary,

DarkPulse Technologies Inc.

(“ DPTI ”), originally started as a technology spinout from the University of New Brunswick,

Fredericton, Canada.

The Company’s security and monitoring systems will initially be delivered in applications for 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.

Current Operations

As a result of the liquidation of Optilan UK Ltd,

our current operations now include:

DarkPulse, Inc., based in New York;

Terradata Unmanned PLLC, based in Florida;

Optilan India Pvt Ltd

based in Navi-Mumbai and Optilan Communications & Security Systems Ltd, based in Ankara Turkey.

Optilan India Pvt Ltd, operating in India, provides

project engineering & design, system provisioning and contract bid services for the Company globally.

Optilan Communications &

Security Systems Ltd, provides project engineering & design, system provisioning and contract bid services for the Company throughout

DarkPulse Manufacturing Inc., based in Arizona

(formerly TJM Electronics West, Inc.), is no longer providing products or services as a result of the Company’s relationship with

Sanmina Corporation who is handling both the design and manufacturing of the Company’s patented hardware.

Remote Intelligence, LLC and Wildlife Specialists,

LLC are no longer providing services as a result of redundant service offerings that are now being offered by TerraData Unmanned.

We have recently completed development activities

3 dark-pulse BOTDA system and are pending a Purchase Order issuance to our contract manufacturer Sanmina Corp (NASDAQ:

for full manufacturing of our patented BOTDA sensor system hardware.

Sanmina has completed two of the Company’s system hardware

units which are being utilized for product demonstrations for Border Security opportunities and Pipeline Leak Detection opportunities

both inside and outside of the United States.

Our business model, as it relates to hardware sales, is “Just in Time” maintaining

a very low inventory.

Projects require several weeks of installation, design, and engineering followed by the installation of fiber optic

The average time required to build hardware units is less than the time needed for the engineering and fiber installation process.

To date, we have yet to sell our patented BOTDA dark-pulse sensor system.

As mentioned, our manufacturing partner has built two units

for demonstration of the system to potential customers.

We are now able to sell our patented technology and related services.

have no commitments to buy our units.

Our agreement with the University of New Brunswick

requires a royalty of 2% beginning April 24, 2018;

however, no royalties have been paid to the University of New Brunswick as the period

for royalties has expired prior to any sales of the patented technology.

The Company has no further requirement to pay royalties.

University of New Brunswick

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

On February 1, 2024,

our board of directors approved entering into the Amendment No.

01 to Convertible Debenture (Secured) Term Debenture with the University

pursuant to which, effective January 17, 2024, section (c) of the recitals of the Convertible Debenture (Secured) Term Debenture effective

April 24, 2017 was amended to the following:

“(c) the date that

is seven (7) years from the Issue Date;

Section 3.1 of the Debenture

is amended to the following:

3.1 Payback on the Principal

Sum will commence over a four (4) year period upon the earlier of the following (each a “Payback Period”):

(a) three (3) years

following the Payor achieving a positive earnings before interest, taxes, depreciation and amortization for two (2) consecutive quarters;

or (b) the date that is seven (7) years from the Issue Date.

Section 3.2 of the Debenture

is amended to the following:

“3.2 The Payor

shall be required to pay the Payee, in quarterly installments over a four (4) year period commencing from the start of the Payback Period,

the following:

(a) Ninety-Three Thousand

Seven Hundred and Fifty Canadian Dollars ($93,750.00 CDN);

(b) interest accrued

on the Principal Sum on a declining balance;

with protecting the Technology.”

On February 1, 2024, our board of directors approved

entering into the Amendment No.

01 to Convertible Debenture (Secured) Term Debenture with the University pursuant to which, effective

January 17, 2024, section (c) of the recitals of the Convertible Debenture (Secured) Term Debenture effective April 24, 2017 was amended

to the following:

“(c) the date that is seven (7) years from

the Issue Date;

Section 3.1 of the Debenture is amended to the

3.1 Payback on the Principal Sum will commence

over a four (4) year period upon the earlier of the following (each a “Payback Period”):

(a) three (3) years following the

Payor achieving positive earnings before interest, taxes, depreciation and amortization for two (2) consecutive quarters;

or (b) the date

that is seven (7) years from the Issue Date.

Section 3.2 of the Debenture is amended to the

“3.2 The Payor shall be required to pay

the Payee, in quarterly installments over a four (4) year period commencing from the start of the Payback Period, the following:

(a) Ninety-Three Thousand Seven Hundred and Fifty

Canadian Dollars ($93,750.00 CDN);

(b) interest accrued on the Principal Sum on a

declining balance;

Our Operating Units

The Company’s subsidiaries consist of Remote

Intelligence, LLC, a company headquartered in Pennsylvania who provides unmanned aerial drone and unmanned ground crawler (UGC) services

to a variety of clients from industrial mapping and ecosystem services, to search and rescue, to pipeline security;

Wildlife Specialists,

LLC, a company headquartered in Pennsylvania who provides clients with comprehensive wildlife and environmental assessment, planning,

and monitoring services;

TerraData Unmanned, PLLC, a company headquartered in Florida who custom manufactures NDAA compliant drones and

unmanned ground crawlers to meet the needs of its customers;

and TJM Electronics West, Inc., a company headquartered in Arizona who is

manufacturer and tester of advanced electronics, cables and sub-assemblies specializing in advanced package and complex CCA and

Our material subsidiaries consist of the following:

· TerraData Unmanned, PLLC, a company headquartered

in Florida who custom manufactures NDAA compliant drones and unmanned ground crawlers to meet the needs of its customers.

· Optilan India Pvt Ltd is operating in India providing

project engineering and design, system provisioning and contract bid services for the Company globally.

· Optilan Communications & Security Systems

Ltd, (Turkey) is providing project engineering & design, system provisioning and contract bid services for the Company throughout

TerraData Unmanned

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This cutting-edge design is a combination of proprietary software and hardware.

The custom platform

offers NDAA compliant autopilot, communications links, Technical Standard Orders (“ TSO ”) certified GPS unit and ground

control station.

Future designs include integrating Real-Time Kinematic (“ 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.

TerraData 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 globe.

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 ”),

In connection with the acquisition, the Company acquired $14,828,459 in assets and assumed liabilities totaling $25,179,320.

As a result of the transaction, Optilan became a wholly-owned subsidiary of the Company .

On August 30, 2021, we closed two separate Membership

Interest Purchase Agreements with RI and WS pursuant to which we agreed to pay to the majority stockholder 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.

As a result of the transactions, RI and WS each became

subsidiaries of the Company with the respective non-controlling interests recoded on the consolidated balance sheets.

On September 8, 2021, we entered into and closed

the Stock Purchase Agreement with TJM and TJM’s stockholders, 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.

As a result of the transaction, TJM

became a wholly-owned subsidiary of the Company.

Effective October 1, 2021, we entered into and

closed the Membership Purchase Agreement with TerraData and Justin Dee, the sole stockholder 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.

As a result of the transaction, TerraData became

a subsidiary of the Company.

On December 1, 2023, we entered into the Sale

Agreement with Optilan (UK) Limited (in liquidation) incorporated and registered in England and Wales with company number 02715788, and

Colin Hardman, Christopher Allen and Gregory Andrew Palfrey, as joint liquidators of the Optilan all of Evelyn Partners LLP.

we intended to purchase from Optilan for $65,000 all right, title, and interest in the following:

(1) shares in Optilan India PVT (India),

(2) shares in Optilan Communications & Security Systems Ltd (Turkey), and (3) the “Applicable Intellectual Property Rights,”

as defined in the agreement.

The closing of this agreement never occurred and Optilan India PVT (India) and Optilan Communications &

Security Systems Ltd (Turkey) were never acquired by us.

The custom platform offers

NDAA compliant autopilot, communications links, Technical Standard Orders (“ TSO ”) certified GPS unit and ground control

Future designs include integrating Real-Time Kinematic (“ 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.

TerraData 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 globe.

Optilan Communications & Security Systems

Ltd, (Turkey)

Communications & Security Systems Ltd (Turkey) operates as a telecommunications systems integrator company.

The company provides a

supply of equipment and cable installation services.

Optilan offers services in market areas including oil and gas, rail, law enforcement,

telecoms, and other power utilities.

The company also offers training, safety, and management systems for the Company throughout

Optilan India Pvt Ltd

Is a leading independent security and communications

systems integrator worldwide.

It has thirty years of expertise in areas from planning and design to site commissioning and post-installation

Optilan provides integrated telecoms, telecoms and transport services and support with pipeline integrity systems as well as

critical infrastructure.

Optilan understands the day-to-day challenges posed to its customers in the ever-changing world of communications

and security.

Optilan supports and works together with customers in delivering mission critical, efficient, innovative and UKAS accredited

solutions to meet project requirements.

Optilan is providing project engineering and design, system provisioning and contract bid services

for the Company globally.

Recent Acquisitions

On or about May 20, 2024, we became aware of an

ambiguity in the signed Sale Agreement to purchase Optitlan India Pvt Ltd, Optilan Communications & Security Systems Ltd (Turkey)

and certain intellectual properties belonging to Optilan UK Ltd (in liquidation).

During negotiations Eveyln (the liquidator) suggested

a broader language scope related to the intellectual property portion of the agreement.

Upon additional discussions with Evelyn, an ambiguity

was discussed related to software that was built by employees of Optilan UK Ltd.

The Company had always intended to include the software

as part of the asset purchase;

however, Evelyn understood the agreement to exclude this important piece of intellectual property.

discussions related to the Company’s expenses related to the creation of the software and its crucial role in the completion of

the user interface, both groups agreed the software would be part of the original Sales Agreement.

No supplemental agreements were signed.

On September 11, 2024,

we entered into and closed the Sale Agreement with Optilan (UK) Limited (in liquidation) incorporated and registered in England and Wales

with company number 02715788 (“ Optilan ” or the “ Seller ”), and Colin Hardman, Christopher Allen and

Gregory Andrew Palfrey, as joint liquidators of the Seller all of Evelyn Partners LLP (the “ Joint Liquidators ”).

the agreement, we purchased from the Seller for $65,000 all right, title, and interest in the following:

(1) shares in Otilan India PVT

(India), (2) shares in Optilan Communications & Security Systems Ltd (Turkey), and (3) the “Applicable Intellectual Property

Rights,” as defined in the agreement and below.

The following are excluded from the purchase:

(1) any Excluded Intellectual Property

Rights, as defined in the agreement;

(2) any cash in hand or at the bank;

(3) any real property owned, leased or used by the Seller;

all policies of insurance and assurance and any actual or potential claim under such policies or similar contracts or in damages against

any third party;

(5) the benefit of any actual or potential claim, or right to make a claim, against any person including the proceeds

of any litigation;

(6) any other shares or other securities owned by the Seller;

(7) any stock-in-trade, work-in-progress or raw materials

owned by the Seller;

and (8) any plant and machinery, including but not limited to any motor vehicles owned or used by the Seller.

Intellectual Property Rights” are defined in Schedule 2 of the agreement as:

(1) The software the Buyer assisted in creating for:

(a) the accounting systems;

(b) customer resource management;

and (c) the user interface for sensor systems.

(2) The “Optilan.com”

domain name and continued use of the “@optilan.com” email accounts.

The main interest for

the Company’s acquisition of “certain assets” of Optilan UK Ltd include past performance linked to both Optilan India

Pvt Ltd and Optilan Communications & Security Solutions Ltd to wit large scale Oil & Gas pipeline monitoring systems but equally

important the design, engineering of fiber optic sensing systems along with extensive engineering capabilities across multiple industry

segments globally.

Liquidation/winding up of Optilan (UK) Limited

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There are no new claims against Optilan (UK) Limited

as of July 15, 2024 and Evelyn Partners continue to liquidate the company’s assets.

as of the date hereof and Evelyn Partners continues to liquidate the company’s assets.

The Company is an Unsecured creditor of Optilan

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Pursuant to the terms of the BCA, a business combination between us and GSD will be effected through the merger of Merger

Sub with and into DarkPulse, with DarkPulse surviving the merger as a wholly owned subsidiary of GSD).

Sub with and into DarkPulse, with DarkPulse surviving the merger as a wholly owned subsidiary of GSD (the “ Merger ”).

Our board of directors has (i) approved and declared advisable the BCA, the Merger and the other transactions contemplated thereby and

(ii) resolved to recommend approval of the BCA and related transactions by our stockholders.

The total consideration to be paid at closing

(the “ Merger Consideration ”) by GSD to DarkPulse security holders will be valued at $116,518,357.65.

The Merger Consideration

will be payable in shares of GSD Common Stock, valued at $10.00 per share.

On August 8, 2023, we entered into Amendment No.

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to “February 9, 2024.” No other changes were made to the BCA.

The transactions contemplated by the BCA, and

the other transactions contemplated by the other transaction documents contemplated by the BCA (collectively, the “ Proposed Business

Combination ”) will constitute a “Business Combination.” The Business Combination and the transactions contemplated

thereby were unanimously approved by the board of directors of the Company on December 14, 2022.

The Business Combination

The BCA provides, among other things, that Merger

Sub will merge with and into DarkPulse, with DarkPulse as the surviving company in the merger and, after giving effect to such merger,

DarkPulse shall be a wholly owned subsidiary of GSD.

GSD will continue to be named “Global System Dynamics, Inc.” and the

combined entity will trade under the symbol “DARK.”

In accordance with the terms and subject to the

conditions of the BCA, at the Effective Time, among other things:

(i) each GSD Class A Share and each GSD Class B Share that is issued

and outstanding immediately prior to the Merger will become one share of common stock, par value $0.0001 per share, of GSD;

(ii) by virtue

of the Merger and without any action on the part of any Party or any other Person, each share of DarkPulse Common Stock (other than shares

of DarkPulse Common Stock cancelled and extinguished pursuant to Section 2.1(a)(viii) of the BCA) issued and outstanding as of immediately

prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive that number of GSD

Class A Shares equal to the Merger Consideration;

provided, however, that any DarkPulse shares that are Restricted Shares shall be converted

into restricted GSD Class A Shares, subject to the same vesting, transfer and other restrictions as the applicable Restricted Shares;

(iii) by virtue of the Merger and without any action on the part of any Party or any other Person, each share of capital stock of Merger

Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into

one share of common stock, par value $0.0001, of DarkPulse;

(vi) Dennis O’Leary, Joseph Catalino, George Pappas, Geoff Mullins,

Wayne Bale and John Bartrum shall become the directors of GSD, Dennis O’Leary shall become the Chief Executive Officer of GSD and

of the surviving company, and J.

Richard Iler shall become the Chief Financial Officer of GSD, each to hold office in accordance with

the governing documents of GSD until such director’s or officer’s successor is duly elected or appointed and qualified, or

until the earlier of their death, resignation or removal;

(v) by virtue of the Merger and without any action on the part of any Party

or any other Person, each DarkPulse share held immediately prior to the Effective Time by DarkPulse as treasury stock shall be automatically

canceled and extinguished, and no consideration shall be paid with respect thereto.

Representations and Warranties;

The parties to the BCA have agreed to customary

representations and warranties for transactions of this type.

In addition, the parties to the BCA agreed to be bound by certain customary

covenants for transactions of this type, including, among others, covenants with respect to the conduct of the Company and its subsidiaries

during the period between execution of the BCA and the Closing.

Each of the parties to the BCA has agreed to use its reasonable best efforts

to cause all actions and things necessary to consummate and expeditiously implement the Business Combination.

Conditions to Each Party’s Obligations

Under the BCA, the obligations of the parties

to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties,

including, without limitation:

(i) the applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976

and the rules and regulations promulgated thereunder relating to the Business Combination having expired or been terminated and any other

required regulatory approvals applicable to the transactions contemplated by the BCA having been obtained and remaining in full force

(ii) all the DarkPulse Preferred Stock being converted to DarkPulse Common Stock prior to the Effective Time;

(iii) no order

or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the

consummation of the transactions contemplated by the Business Combination being in effect;

(iv) the registration statement on Form S-4

containing the joint proxy statement/prospectus filed by DarkPulse and GSD relating to the BCA and the Merger (the “ Registration

Statement ”) becoming effective in accordance with the provisions of the Securities Act of 1933, as amended (the “ Securities

Act ”), no stop order being issued by the SEC and remaining in effect with respect to the Registration Statement, and no proceeding

seeking such a stop order being threatened or initiated by the SEC and remaining pending;

(v) GSD’s initial listing application

with Nasdaq in connection with the Business Combination having been approved;

(vi) GSD’s Board consisting of the number of directors,

and comprising the individuals, determined pursuant to the BCA;

(vii) the approval and adoption of the BCA and the transactions contemplated

thereby by the requisite vote of the DarkPulse’s stockholders;

(viii) the approval and adoption of the BCA and the transactions

contemplated thereby by the requisite vote of GSD’s stockholders;

(ix) after giving effect to the transactions contemplated

(including the PIPE Financing), GSD has at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1)

of the Exchange Act of 1934, as amended (the “ Exchange Act ”)) immediately after the Effective Time;

(x) the absence

of a DarkPulse Material Adverse Effect since the date of the BCA that is continuing, and (xi) the absence of a GSD Material Adverse Effect

since the date of the BCA that is continuing.

The BCA may be terminated under certain customary

and limited circumstances at any time prior to the Closing, including, without limitation, (i) by the mutual written consent of GSD and

(ii) by GSD, subject to certain exceptions, if any of the representations or warranties made by DarkPulse are not true and

correct or if DarkPulse fails to perform any of its covenants or agreements under the BCA (including an obligation to consummate the Closing)

such that certain conditions to the obligations of GSD could not be satisfied and the breach (or breaches) of such representations or

warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier

of (A) 30 days after written notice thereof, and (B) February 9, 2024 (the “ Termination Date ”);

(iii) by DarkPulse,

subject to certain exceptions, if any of the representations or warranties made by us are not true and correct or if GSD fails to perform

any of GSD’s covenants or agreements under the BCA (including an obligation to consummate the Closing) such that the condition to

the obligations of DarkPulse could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or

failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (A) 30 days after written

notice thereof, and (B) the Termination Date iv) by either GSD or DarkPulse, if the Closing does not occur on or prior to the Termination

Date, unless the breach of any covenants or obligations under the BCA by the party seeking to terminate proximately caused the failure

to consummate the transactions contemplated by the BCA;

(v) by either GSD or DarkPulse, if (A) any governmental entity shall have issued

an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the BCA

and such order or other action shall have become final and non-appealable;

or (B) if the required DarkPulse or GSD stockholder consent

is not obtained;

(vi) by GSD, if (A) DarkPulse does not deliver, or cause to be delivered to GSD a Transaction Support Agreement duly

executed by certain DarkPulse stockholders or (B) the DarkPulse stockholders meeting has been held, has concluded, DarkPulse stockholders

have duly voted, and DarkPulse stockholder approval was not obtained;

(vii) by GSD should DarkPulse not deposit into the Trust Account

in a timely manner the funds necessary to extend the period for us to complete an initial business combination for an additional period

of six months from August 9, 2023, in accordance with, and as required pursuant to, the BCA;

and (x) by GSD should:

(A) Nasdaq not approve

the initial listing application for the combined company with Nasdaq in connection with the Business Combination;

(B) the combined company

not have satisfied all applicable initial listing requirements of Nasdaq;

or (C) the common stock of the combined company not have been

approved for listing on Nasdaq prior to the Closing Date.

In the event of the termination of this BCA, the

BCA will become void (and there will be no Liability or obligation on the part of the Parties and their respective Non-Party Affiliates)

with the exception of Section 5.3(a) , this Section 7.2 , Article VIII and Article I (to the extent

related to the termination), each of which will survive such termination and remain valid and binding obligations of the Parties.

The Stockholder Transaction Support Agreement

Concurrently with, or with respect to a certain

stockholder holding all of the shares of Series A Preferred Stock of DarkPulse, within a specified time after the signing of the BCA,

the “DarkPulse Stockholder” (collectively, the “ Supporting Company Stockholder ”) shall duly execute and

deliver to GSD a transaction support agreement pursuant to which, among other things, such Supporting DarkPulse Stockholder will agree

to, support and vote in favor of the BCA, the Ancillary Documents which DarkPulse is or will be a party and the transactions contemplated

thereby (including the Merger).

Trust Funds and Public Shares

As of January 23, 2024, GSD had approximately

$5,233,823 left in trust and 477,066 public shares outstanding.

Termination of the BCA

On January 23, 2024,

2 unchanged sentences

and outstanding shares of Class B Common Stock of GSD, all legal rights the Company had under the BCA have been terminated.

had until February 9, 2024 to consummate a business combination.

Due the fact that GSD did not consummate a business combination by February

9, 2024, there will be a mandatory liquidation and subsequent dissolution.

For more information about the GSD liquidation, please see

“ 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.

” in the section titled “Risk Factors.”

We offer a full suite of engineering, installation

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

The Company’s revenues are generated primarily

from the sales of our services, which consist primarily of advanced technology solutions for integrated communications and security systems,

as well as habitat management.

The Company’s sales of products are primarily generated from our TJM subsidiaries.

Our revenues are generated primarily from the

sales of our services, which consist primarily of advanced technology solutions for integrated communications and security systems, as

well as habitat management.

Current uses of fiber optic distributed sensor

57 unchanged sentences

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.

[1] We are active

in the optical sensing market, including Oil & Gas pipeline health monitoring, Infrastructure, National Border Security applications,

and the mining industry.

We believe that fiber sensing applications which incorporate our BOTDA 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.

We are active in the optical sensing market, including

Oil & Gas pipeline health monitoring, Infrastructure, National Border Security applications, and the mining industry.

We believe that

fiber sensing applications which incorporate our BOTDA 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

However, we utilize our BOTDA technology allowing

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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.

https://www.marketsandmarkets.com/Market-Reports/optical-sensing-market-197592599.html

7,245,790 (Canadian Patent No.

2,502,275 and

active until May 19, 2025), 8,643,829 (active until September 7, 2030), and 9,534,965 (active until April 26, 2031), each of which are

related to our BOTDA dark-pulse technology.

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

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

As of July 15, 2024, we had three full-time

employees and no part-time employees.

As of April 14,

2025, we had 13 full-time employees 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