What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-13 compared with 2025-08-14 · 91 added, 89 removed, 414 unchanged (30% of the section changed)

69 unchanged sentences

The Company calculated the carrying

amounts of the reporting unit by utilizing the entities’ assets and liabilities at June 30, 2025, including the carrying value of

the identifiable intangible assets and goodwill assigned to the respective reporting unit.

amounts of the reporting unit by utilizing the entities’ assets and liabilities at September 30, 2025, including the carrying value

of the identifiable intangible assets and goodwill assigned to the respective reporting unit.

Revenue Recognition

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DP Technologies – FZCO in Dubai UAE focusing on Science and

Technology Consultancy, Building Maquette & Model Makers and IT Infrastructure.

Technology Consultancy, Building Maintenance & Model Makers and IT Infrastructure.

TerraData Unmanned, PLLC, a company headquartered

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Below is a table of all puts made by the Company under the EFA during

the quarter ended June 30, 2025:

the nine months ended September 30, 2025:

Number of Common

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Total Proceeds, Net of

Discounts ($)

Effective Price

1,732,672.017

per Share ($)

Net Proceeds ($)

Going Concern Uncertainty

As shown in the accompanying financial statements,

we generated net losses of $(1,033,417) and $(2,953,104) for the six-months ended June 30, 2025 and 2024, respectively, and net cash provided

in operating activities of $494,513 and used in operating activities of $313,725, respectively.

As of June 30, 2025, the Company’s

current liabilities exceeded its current assets by $18,484,093 and has an accumulated deficit of $(72,285,347 ).

As of June 30, 2025,

the Company had $102,134 of cash.

we generated net losses of $(1,504,701) and $(3,540,148) for the nine-months ended September 30, 2025 and 2024, respectively, and net

cash provided (used) in operating activities of $102,869 and of $29,782, respectively.

of September 30, 2025, the Company’s current liabilities exceeded its current assets by $18,517,073 and has an accumulated deficit

of $(72,752,633).

As of September 30, 2025, the Company had $44,499 of cash.

We will require additional

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For the Three-Months

Ended June 30, 2025 and 2024

Ended September 30, 2025 and 2024

The Company’s revenues

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For the three-months

ended June 30, 2025, total revenues were $50,913 compared to $14,318 for the three-months ended June 30, 2024, an increase of $36,595.

ended September 30, 2025, total revenues were $32,206 compared to $30,671 for the three-months ended September 30, 2024, an increase of

The increase was primarily due to revenues generated by Optilan India Pvt, Ltd.

The breakdown of revenues by entity for the three-months

ended June 30, 2025 and 2024 is as follows:

Three-Months Ended June 30

ended September 30, 2025 and 2024 is as follows:

Three-Months Ended September 30

Remote Intelligence

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For the three-months

ended June 30, 2025, cost of revenues was $9,271 compared to $671 for the three-months ended June 30, 2024, an increase of $8,600.

increase was attributable to higher revenues from Optilan India Pvt, Ltd.

ended September 30, 2025, cost of revenues was $(658) compared to $0 for the three-months ended September 30, 2024, a decrease of $658.

The decrease was attributable to a year-to-date correction.

Gross (loss) / profit

for the three-months ended June 30, 2025 was $41,642 with a gross (loss) profit of 82% compared to $13,647 for the three-months ended

June 30, 2024 with a gross (loss) profit of 95%.

for the three-months ended September 30, 2025 was $32,864 with a gross (loss) profit of 98% compared to $30,671 for the three-months ended

September 30, 2024 with a gross (loss) profit of 100%.

Operating Expenses

Selling, general and

administrative expenses for three-months ended June 30, 2025 increased by $119,528 to $289,843 from $170,315 for the three-months ended

June 30, 2024.

administrative expenses for three-months ended September 30, 2025 increased by $23,446 to $170,020 from $146,575 for the three-months

ended September 30, 2024.

Salaries, wages and payroll

taxes for three-months ended June 30, 2025 increased to $236,195 from $185,000 for the three-months ended June 30, 2024.

primarily consisted of increased headcount at Optilan India Pvt, Ltd.

taxes for three-months ended September 30, 2025 increased to $233,627 from $185,000 for the three-months ended September 30, 2024.

increase primarily consisted of increased headcount at Optilan India Pvt, Ltd.

Professional fees for

the three-months ended June 30, 2025 increased by $36,695 to $59,955 from $23,260 for the three-months ended June 30, 2024 due to increased

consulting fees.

the three-months ended September 30, 2025 decreased by $170,428 to $55,595 from $226,023 for the three-months ended September 30, 2024

due to decreased legal expenses and audit fees.

Depreciation and amortization

for three-months ended June 30, 2025 decreased to $19,547 from $44,585 for the three-months ended June 30, 2024.

This decrease is attributable

to the lease terminations at DarkPulse Inc and DarkPulse Electronics Manufacturing Inc.

for three-months ended September 30, 2025 decreased to $14,641 from $31,837 for the three-months ended September 30, 2024.

This decrease

is attributable to the lease terminations at DarkPulse Inc and DarkPulse Electronics Manufacturing Inc along with fixed asset disposals.

During the three-months

ended June 30, 2025 and 2024, the Company recorded $0 and $0, respectively, in impairment on the Company’s goodwill and intangible

ended September 30, 2025 and 2024, the Company recorded $0 and $0, respectively, in impairment on the Company’s goodwill and intangible

Other Income (Expense)

For the three-months

ended June 30, 2025, we had other expense of $(199,175 ) compared to other expense of ($1,947,377) during the three months ended June

This decrease is due to a reduction in Loss on equity investment.

ended September 30, 2025, we had other expense of $(30,265) compared to other expense of $28,280 during the three months ended September

This decrease is a result of a reduction in Interest expense and the change in FMV of derivative liabilities .

Net Loss from Continuing

As a result of the above,

we reported a net loss of continuing operations of $763,073 and $2,416,706 for the three-months ended June 30, 2025 and 2024, respectively.

For the Six-Months

Ended June 30, 2025 and 2024

For the six-months ended

June 30, 2025, total revenues were $191,931 compared to $ 25,168 for the six-months ended June 30, 2024, an increase of $166,763.

increase was primarily due to revenues generated by Optilan India Pvt, Ltd.

The breakdown of revenues by entity for the six -months ended

June 30, 2025 and 2024 is as follows:

Six-Months Ended June 30

we reported a net loss of continuing operations of $471,284 and $587,043 for the three-months ended September 30, 2025 and 2024, respectively.

For the Nine-Months

Ended September 30, 2025 and 2024

For the nine-months ended

September 30, 2025, total revenues were $224,137 compared to $55,839 for the nine-months ended September 30, 2024, an increase of $168,298.

The increase was primarily due to revenues generated by Optilan India Pvt, Ltd.

The breakdown of revenues by entity for the nine-months

ended September 30, 2025 and 2024 is as follows:

Nine-Months Ended September 30

Remote Intelligence

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Cost of Revenues and

For the six-months ended

June 30, 2025, cost of revenues was $113,188 compared to $870 for the six-months ended June 30, 2024, an increase of $112,318.

was attributable to higher revenues from Optilan India Pvt, Ltd.

For the nine-months ended

September 30, 2025, cost of revenues was $112,530 compared to $870 for the nine-months ended September 30, 2024, an increase of $111,660.

The increase was attributable to higher revenues from Optilan India Pvt, Ltd.

Gross (loss) / profit

for the six-months ended June 30, 2025 was $78,743 with a gross (loss) profit of 41% compared to $24,298 for the six-months ended June

30, 2024 with a gross (loss) profit of 97%.

for the nine-months ended September 30, 2025 was $111,607 with a gross (loss) profit of 50% compared to $54,969 for the nine-months ended

September 30, 2024 with a gross (loss) profit of 98%.

Operating Expenses

Selling, general and

administrative expenses for six-months ended June 30, 2025 increased by $107,242 to $434,668 from $327,426 for the six-months ended June

administrative expenses for nine-months ended September 30, 2025 increased by $130,687 to $604,688 from $474,001 for the nine-months ended

September 30, 2024.

Salaries, wages and payroll

taxes for six-months ended June 30, 2025 increased to $473,200 from $396,877 for the six-months ended June 30, 2024.

The increase primarily

consisted of increased headcount at Optilan India Pvt, Ltd.

taxes for nine-months ended September 30, 2025 increased to $706,827 from $581,877 for the nine-months ended September 30, 2024.

primarily consisted of increased headcount at Optilan India Pvt, Ltd.

Professional fees for

the six-months ended June 30, 2025 decreased by $73,323 to $107,228 from $180,631 for the six-months ended June 30, 2024 due to decrease

in legal fees.

the nine-months ended September 30, 2025 decreased by $243,831 to $162,823 from $406,654 for the nine-months ended September 30, 2024

due to decreased legal fees and audit fees.

Depreciation and amortization

for six-months ended June 30, 2025 decreased to $49,558 from $63,873 for the six-months ended June 30, 2024.

This decrease is attributable

to the lease termination for DarkPulse Inc and DarkPulse Electronics Manufacturing Inc.

During the six-months

ended June 30, 2025 and 2024, the Company recorded $0 and $0, respectively, in impairment on the Company’s goodwill and intangible

for nine-months ended September 30, 2025 decreased to $64,199 from $95,709 for the nine-months ended September 30, 2024.

This decrease

is attributable to the lease termination for DarkPulse Inc and DarkPulse Electronics Manufacturing Inc, along with disposal of fixed assets.

During the nine-months

ended September 30, 2025 and 2024, the Company recorded $0 and $0, respectively, in impairment on the Company’s goodwill and intangible

Other Income (Expense)

For the six-months ended

June 30, 2025, we had other expense of ($47,506) compared to other expense of ($1,948,779) during the six months ended June 30, 2024.

This decrease is due to a reduction in the loss on equity investment.

For the nine-months ended

September 30, 2025, we had other expense of ($77,771) compared to other expense of ($1,977,059) during the nine months ended September

This decrease is due to a reduction in the loss on equity investment, accompanied by lower interest expense.

Net Loss from Continuing

As a result of the above,

we reported a net loss of continuing operations of $1,033,417 and $2,953,104 for the six-months ended June 30, 2025 and 2024, respectively.

we reported a net loss of continuing operations of $1,504,701 and $3,540,148 for the nine-months ended September 30, 2025 and 2024, respectively.

Liquidity and Capital

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During the three-months

ended June 30, 2025, we had $397,674 in cash proceeds from our equity financings compared to $222,004 in 2024.

During the six-months

ended June 30, 2025, we had $837,044 in cash proceeds from our equity financings compared to $362,582 in 2024.

As of June 30, 2025,

we had cash of $102,134 compared to $953 as of June 30, 2024.

We currently do not have sufficient cash to fund our operations for the

next 12 months and we will require working capital to complete development, testing and marketing of our products and to pay for ongoing

operating expenses.

We anticipate adding consultants for technology development and the corresponding operations of the Company, but this

will not occur prior to obtaining additional capital.

ended September 30, 2025, we had $142,132 in cash proceeds from our equity financings compared to $474,205 in 2024.

During the nine-months

ended September 30, 2025, we had $979,176 in cash proceeds from our equity financings compared to $1,043,130 in 2024.

As of September 30, 2025,

we had cash of $44,499 compared to $165,186 as of September 30, 2024.

We currently do not have sufficient cash to fund our operations

for the next 12 months and we will require working capital to complete development, testing and marketing of our products and to pay for

ongoing operating expenses.

We anticipate adding consultants for technology development and the corresponding operations of the Company,

but this will not occur prior to obtaining additional capital.

Management is currently in the process of looking for additional investors.

loans from banks or other lending sources for lines of credit or similar short-term borrowings are not available to us.

We have not raised

working capital to fund operations through the issuances of convertible notes or obtained through the issuance of our restricted common

As of June 30, 2025, our current liabilities exceeded our current assets by $18,484,093.

Currently, loans from banks or other lending sources for lines of credit or similar short-term borrowings are not available to us.

have not raised working capital to fund operations through the issuances of convertible notes or obtained through the issuance of our

restricted common stock.

As of September 30, 2025, our current liabilities exceeded our current assets by $18,517,073 .

Several of our significant operating subsidiaries

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Operating Activities

During the six-months ended June 30, 2025, net

cash provided in operating activities was $494,513 resulting from our net loss of $1,090,652, partially offset by non-cash charges of

$337,912 primarily driven by our gain on forgiveness of debt and termination of lease.

During the six-months

ended June 30, 2024, net cash used in operating activities was $313,725 resulting from our net loss of $2,953,104 partially offset by

non-cash charges of $1,707,137 primarily driven by our loss on equity investment resulting from the “SPAC” termination.

During the nine-months ended September 30, 2025,

net cash provided (used) in operating activities was $102,869 resulting from our net loss of $1,504,701 , partially offset by non-cash

charges of $446,462 primarily driven by our gain on forgiveness of debt and termination of lease.

During the nine-months

ended September 30, 2024, net cash provided by operating activities net was $29,780 resulting from our net loss of $3,540,148 partially

offset by non-cash charges of $1,808,120 primarily driven by our loss on equity investment resulting from the “SPAC” termination.

Cash Flows from

Investing Activities

During the six-months

ended June 30, 2025, we had net cash provided in investing activities of $106,071.

During the six-months ended June 30, 2024, we

had net cash used in investing activities of $(59,817).

During the nine-months

ended September 30, 2025, we had net cash provided in investing activities of $0.

During the nine-months

ended September 30, 2024, we had net cash used in investing activities of $120,248.

Cash Flows from

Financing Activities

During the six-months

ended June 30, 2025, net cash provided by financing activities was $463,262, which was primarily comprised of proceeds from the issuance

of common stock of $837,044 offset by repayments of loans payable.

During the six-months ended June 30, 2024, net

cash provided by financing activities was $362,582 of which $362,585 was comprised of proceeds from the issuance of common stock.

During the nine-months

ended September 30, 2025, net cash provided by financing activities was $700,246, which was primarily comprised of proceeds from the issuance

of common stock of $979,176, proceeds from notes payable of $50,000, offset by ($328,930) repayments of loans payable.

During the nine-months

ended September 30, 2024, net cash provided by financing activities was $1,623,080 of which $1,043,131 was comprised of proceeds from

the issuance of common stock.

Factors That May

45 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis