What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-04-14 compared with 2025-04-14 · 781 added, 915 removed, 1172 unchanged (59% of the section changed)

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Liquidation/winding up of Optilan (UK) Limited

On May 3, 2023, Eversheds Sutherland (International)

LLP, a creditor of Optilan (UK) Limited, filed a petition to wind up (“ Winding up Petition ”) Optilan (UK) Limited,

a wholly owned subsidiary of the Company’s Subsidiary, Optilan HoldCo 3 Limited, and the matter was due to be heard in the Portsmouth

Combined Court Centre on June 28, 2023.

On June 28, 2023, the High Court of Justice in

the United Kingdom issued a winding-up order for the liquidation and winding up of the affairs of Optilan (UK) Limited (“ Optilan

Liquidation ”).

In conjunction with the order, the court appointed the Official Receiver’s Office (“OR”) to

take the appointment as liquidator of Optilan (UK) Limited and take control of Optilan (UK) Limited’s assets.

At the same time the court appointed the OR to

take the appointment as liquidator of Optilan (UK) Limited.

The OR has taken control of Optilan (UK) Limited’s assets.

ORs Office has initiated contact with Optilan but we still wait to receive details of the individual who will be taking the role of OR.

On July 3, 2023, Optilan (UK) Limited received

a letter from The Insolvency Service, an executive agency sponsored by the Department for Business and Trade located in the U.K.

to the letter of The Insolvency Services, the Company was required to provide information relating to Optilan (UK) Limited to the Official

Receiver’s Office (a government body of Plymouth, the United Kingdom) and attend an interview with staff of the Official Receiver’s

Office to review the prospect of recovering the assets of Optilan (UK) Limited for the benefit of creditors.

The interview was scheduled

for July 18, 2023.

On July 18, 2023, the interview was held between

the Official Receiver’s Office (“ OR ”) and the CEO at time of dissolution.

The OR office requested a list of assets,

bank account information and amounts along with any contracts held by Optilan (UK) Limited to begin the liquidation process.

On August 9, 2023, Evelyn Partners was appointed Joint Liquidator.

There are no new claims against Optilan UK Ltd

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

We are an unsecured creditor of Optilan (UK) Limited

and are at risk of losing any repayment of obligations due from Optilan (UK) Limited because there are several intercompany relationships

between the Company and Optilan (UK) Limited, the financial impact of any future claims and liabilities may not be known for several months.

We have approximately $19.4 million intercompany payables due from Optilan (UK), which will increase our liabilities for any obligations

We expect the remaining assets held by Optilan (UK) Limited to be fully impaired and reported as Loss on Deconsolidation during

the second quarter of 2023 as a result of the winding-up order for liquidation.

We are still evaluating the full effects of the winding-up

order for liquidation and the material adverse effects it will have on our continued operations and ability to meet future obligations.

For a description of the liquidation and winding up of Optilan (UK)

Limited, see " Item 1.

Business — Liquidation/winding up of Optilan (UK) Limited " above.

Family Relationships

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All of this amount was accrued and unpaid.

$60,000 was accrued and unpaid.

Equity Awards

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of Grants of Certain Equity Awards

It is management’s practice to approve ordinary

course annual equity grants during a scheduled meeting held each year.

At this meeting, management will approve each named executive officer’s

annual equity award, if any.

At this time, we do not currently anticipate granting stock options to any of our named executive officers.

We do not schedule our equity grants in anticipation of the release of material, non-public information , nor do we time the release of

material nonpublic information based on equity grant dates.

It is management’s practice to approve

ordinary course annual equity grants during a scheduled meeting held each year.

At this meeting, management will approve each named executive

officer’s annual equity award, if any.

At this time, we do not currently anticipate granting stock options to any of our named

executive officers.

We do not schedule our equity grants in anticipation of the release of material, non-public information , nor do we

time the release of material nonpublic information based on equity grant dates.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

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directors, named executive officers, and executive officers and each person owning of record or was known by the Company to own beneficially

shares of stock greater than 5% of the 12,517,679,592 (12,517,591,357 common plus 88,235 preferred) shares as of April 14, 2025.

includes preferred stock that is convertible into common stock and information as to the ownership of the Company's Stock by each of its

directors, named executive officers, and executive officers and by the directors and executive officers as a group.

There were no stock

options outstanding as of April 14, 2025.

Except as otherwise indicated, all shares are owned directly, and the persons named in the table

have sole voting and investment power with respect to shares shown as beneficially owned by them.

The address for each of our directors,

named executive officers, and executive officers is 3 Columbus Circle, Floor 15, New York, NY 10019.

shares of stock greater than 5% of the 117,290,862 (117,202,627 common plus 88,235 preferred) shares as of the April 14, 2026.

includes preferred stock that is convertible into common stock and information as to the ownership of the Company’s Stock by each

of its directors, named executive officers, and executive officers and by the directors and executive officers as a group.

no stock options outstanding as of the April 14, 2026.

Except as otherwise indicated, all shares are owned directly, and the persons named

in the table have sole voting and investment power with respect to shares shown as beneficially owned by them.

The address for each of

our directors, named executive officers, and executive officers is 2325 E Camelback Rd, Suite 400, Phoenix, AZ 85016.

Name and Position

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PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Consists of fees billed for

professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly

reports, services performed in connection with filings with the SEC, and related other services that were provided by Mazars

USA LLP (“ Mazars ”) and Fruci & Associates II, PLLC (“ Fruci ”) ,

our previous independent registered public accounting firms, and Boladale Lawal & Co.

(“ BLC ”), our current independent

registered public accounting firm, in connection with statutory and regulatory filings or engagements.

The following is a summary of the fees incurred

by the Company Mazars, Fruci, and BLC for professional services rendered for the years ended December 31, 2024 and 2023, respectively.

Consists of fees billed

for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included

in quarterly reports, services performed in connection with filings with the SEC, and related other services that were provided by

Boladale Lawal & Co.

(“ BLC ”), our current independent registered public accounting firm, in connection with

statutory and regulatory filings or engagements.

The following is a summary of the fees incurred by the Company to BLC for

professional services rendered for the years ended December 31, 2025 and 2024, respectively.

Audit-Related Fees

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are included as part of

this Form 10-K:

The following exhibits are included with this

Exhibit Description

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and DPTH Acquisition Corporation dated August 17, 2018, effective as of July 18, 2018

Business Combination Agreement, by, between, and among DarkPulse, Inc., Global System Dynamics, Inc., and Zilla Acquisition Corp.

Sale Agreement dated September 11, 2024 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 Seller all of Evelyn Partners LLP

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Certificate of Amendment to Certificate of Incorporation filed February 20, 2020

Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State effective August 14, 2025

Certificate of Amendment to Certificate of Incorporation filed October 8, 2025

Certificate of Amendment of Certificate of Incorporation of DarkPulse, Inc., filed with the Secretary of State of the State of Delaware on February 23, 2026

Amended Bylaws

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01 to Convertible Debenture (Secured) Term Debenture dated January 17, 2024 with the University of New Brunswick, Canada

Finder’s Fee Agreement dated January 8, 2021 with J.H.

Darbie & Co., Inc.

Securities Purchase Agreement dated as of April 26, 2021 with FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

Registration Rights Agreement dated April 26, 2021 to FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

Membership Interest Purchase Agreement dated August 30, 2021 with Remote Intelligence, Limited Liability Company

Membership Purchase Agreement dated August 24, 2022 with Remote Intelligence, Limited Liability Company

Membership Interest Purchase Agreement dated August 30, 2021 with Wildlife Specialists, LLC

Membership Purchase Agreement dated August 24, 2022 with Wildlife Specialists, LLC

Stock Purchase Agreement dated September 8, 2021 with TJM Electronics West, Inc.

Exhibit Description

Membership Purchase Agreement with TerraData Unmanned, PLLC dated effective October 1, 2021

Employment Agreement dated effective April 1, 2022 with Dennis O’Leary

Exclusive Commercial Agency Agreement dated July 27, 2022 with Gulf Automation Services & Oilfield Supplies Company [Gasos] LLC

Purchase Agreement dated October 12, 2022 with Gladstone Sponsor, LLC and Gladstone Acquisition Corp.

Assignment, Assumption, Release and Waiver of the Letter Agreement dated October 12, 2022 with Gladstone Sponsor, LLC and Gladstone Acquisition Corp.

Joinder to the Registration Rights Agreement dated October 12, 2022 with Gladstone Acquisition Corp .

Sale Agreement dated December 1, 2023

Equity Financing Agreement dated April 28, 2023 with GHS Investments, LLC

Amended Equity Financing Agreement dated June 13, 2023 with GHS Investments, LLC

Second Amended Equity Financing Agreement dated July 10, 2023 with GHS Investments, LLC

Amendment No.

1 to Second Amended Equity Financing Agreement dated January 30, 2024 with GHS Investments, LLC

Third Amended Equity Financing Agreement dated August 14, 2024 with GHS Investments, LLC

Waiver and Rights Agreement with GHS Investments LLC dated August 14, 2024

Amendment No.

1 to Third Amended Equity Financing Agreement dated July 21, 2025

Amended and Restated Rights Agreement with GHS Investments LLC dated July 9, 2025

Settlement Agreement with GS Capital Partners LLC dated July 24 2024

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List of Subsidiaries

Consent of Boladale Lawal & Co, independent registered public accounting firm

Rule 13a-14(a) Certification by Principal Executive Officer

Rule 13a-14(a) Certification by Principal Financial and Accounting Officer

S ection 1350 Certification of Principal Executive Officer and Principal Financial and Accounting Officer

Section 1350 Certification of Principal Executive Officer and Principal Financial and Accounting Officer

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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Indicates management contract or compensatory plan or arrangement.

Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601.

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Furnished not filed.

FORM 10-K SUMMARY.

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DARKPULSE, INC.

April 14, 2026

/s/ Dennis M.

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Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities

indicated on this 14th day of April 2025.

indicated on the dates below.

/s/ Dennis M.

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and for the Years Ended December 31, 2025 and

Report of Independent Registered Public Accounting Firm

( Boladale Lawal & Co ., Lagos, Nigeria , PCAOB ID 6993 )

Report of Independent Registered Public Accounting Firm ( Boladale

Lawal & Co ., Lagos, Nigeria , PCAOB ID 6993 )

Audited Consolidated Balance Sheets

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Notes to the Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting

Report of Independent

Registered Public Accounting Firm

The Board of Directors and Stockholders of

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balance sheets of Darkpulse, Inc (the ‘Company’) as of December 31, 2025 and 2024, and the related consolidated statements

of operations and comprehensive loss, changes in stockholders’ equity/ (deficit) and cash flows for each of the two years in the

period ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”).

of operations and comprehensive loss, changes in stockholders’ (deficit) and cash flows for each of the two years in the period

ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements

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or on the accounts or disclosures to which they relate.

Business Combinations

As described in Note 4 of the Consolidated Financial

Statements, the Company completed the acquisitions of 100% of Optilan India, PVT located in Kilpauk, Chennai India and Optilan Communication

& Security Systems, Ltd located in Ankara, Turkey along with the applicable intellectual property rights including the following (1)

the user interface for sensor systems.

(2) The “Optilan.com” domain name and continued use of the “@optilan.com”

email accounts.

The Company agreed to pay $65,000 USD for both companies and the intellectual property rights.

The Company recorded the acquired assets and liabilities

initially at cost and subsequently performed a material adjustment affecting the assets, and liabilities of the acquired companies in

determining the fair value.

We considered this a critical audit matter because

the adjustment is significantly material to the consolidated financial statement.

Our principal audit procedures to evaluate the

impact of the adjustment included the following:

· We read the purchase agreements used in the underlying acquisitions and utilized by the Company to allocate the purchase price.

· We reviewed the adjusting entries made by the acquired companies impacting the net assets acquired.

· Considered the reasonableness of the overall allocation of the total purchase price.

Going Concern Uncertainty

– See also Going Concern Uncertainty explanatory paragraph above:

Impairment of Accounts

As disclosed in Note

2 to the financial statements, the Company performs an impairment assessment on long-outstanding accounts receivable balances.

analysis, management identifies events and conditions that provide evidence of impairment of certain receivable balances and records write-downs

to reflect their estimated recoverable amounts.

We determined this to

be a critical audit matter because the related balance is material and management’s assessment involves significant judgment.

How we addressed the

matter in our audit included, among others, the following procedures:

· Obtaining the accounts receivable aging analysis

and testing the accuracy of the aging report.

· Evaluating the reasonableness of the assumptions

and criteria used by management in determining impairment and related provisions.

· Inquiring of management about specific accounts,

including long-overdue balances, to identify potential impairment indicators.

· Obtaining confirmations from selected customers

and performing alternative procedures where necessary.

Accounting for Embedded

Derivative Liabilities Related to Promissory Notes

As described in Note

3 to the consolidated financial statements, the Company has significant operating losses and a working capital deficiency.

of the Company to continue as a going concern is dependent on obtaining additional working capital funding from the sale of equity and/or

debt securities to execute its plans and continue operations.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern.

The procedures performed to address the matter

· We inquired of executive officers, and key members of management, of the Company regarding factors that would have an impact on the

Company’s ability to continue as a going concern,

· We evaluated management’s plan for addressing the adverse effects of the conditions identified, including assessing the reasonableness

of forecasted information and underlying assumptions by comparing to actual results of prior periods and actual results achieved to date,

and utilizing our knowledge of the entity, its business and management in considering liquidity needs and the Company’s ability

to generate sufficient cash flow,

· We assessed the possibility of raising additional debt or credit,

· We evaluated the completeness and accuracy of disclosures in the consolidated financial statements.

2 to the financial statements, the Company has issued promissory notes that require complex accounting considerations and significant

The Company concluded that certain variable conversion features embedded in these notes require classification as derivative

These features are initially measured at fair value.

The Company determined the fair value of these embedded derivatives

using the Black-Scholes model.

The fair value of the embedded derivative liabilities related to the promissory notes was $316,099 as of

December 31, 2025.

We identified the accounting

considerations and related fair value measurements of these embedded derivative liabilities as a critical audit matter.

Auditing these

elements is especially challenging and requires significant auditor judgment due to the complexity of the instruments, the use of valuation

models, and the need for specialized knowledge.

Our audit procedures

related to the Company’s accounting considerations and significant estimates included, among others:

· Reviewing the Company’s analysis of the

terms and features of the promissory notes and evaluating the accounting conclusions reached.

· Evaluating the identification and assessment

of potential embedded derivatives and the determination of whether bifurcation was required.

· Assessing the determination of fair value for

the debt and equity components and related conversion features, including evaluating the valuation models used and the reasonableness

of key assumptions in light of current accounting guidance.

· Testing the mathematical accuracy of management’s

calculations related to the fair value estimates.

/S/ Boladale Lawal

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Accounts receivable, net

Due from related party

Prepaid expenses and other current assets

Contract assets

TOTAL CURRENT ASSETS

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Accounts payable and accrued expenses

Contract liabilities

Loss provision for contracts in progress

Convertible notes, net

Notes payable, current

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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

to audited consolidated financial statements.

See notes to audited consolidated

financial statements.

DARKPULSE, INC.

Consolidated Statement of Operations

Statement of Operations

COST OF REVENUES

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Impairment expense

Gain on forgiveness of payables

Gain on partial extinguishment of debt

TOTAL OPERATING EXPENSES

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Interest expense

Loss on deconsolidation

Loss on convertible notes

Change in fair market of derivative liabilities

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Gain on the forgiveness of debt

Foreign currency exchange rate variance

Exceptional Costs Gain

Gain/(Loss) on Disposal of Asset

Foreign currency exchange rate variance

TOTAL OTHER INCOME (EXPENSE)

( 2,017,149 )

Deferred tax expense

( 2,925,582 )

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8,213,651,977

7,411,100,872

to audited consolidated financial statements.

See notes to audited consolidated financial statements.

DARKPULSE, INC.

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Preferred stock

Accumulated other

Total stockholders’

Common stock to be issued

Balance at December 31, 2023

Common stock issued for cash, net of fees

Conversion of convertible debt into common stock

Issuance of common stock for legal settlement

Common Stock to be issued

Foreign currency adjustment

Common stock issued corrections

Net Income (loss)

Balance at December 31, 2024

Common stock issued for cash, net of fees

Conversion of convertible debt into common stock

Issuance of common stock for legal settlement

( 10,002,709 )

Common Stock to be issued

Foreign currency adjustment

Common stock issued corrections

Net Income (loss)

Balance at December 31, 2025

Treasury stock

comprehensive

Additional paid-in

Non-controlling

other comprehensive

stockholders’ deficit

Balance at December 31, 2023

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Common stock issued for cash, net of fees

1,375,722,360

Conversion of convertible debt into common stock

Issuance of common stock for legal settlement

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Foreign currency adjustment

Common stock issued corrections

Net Income (loss)

( 3,883,455 )

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$ ( 16,996,834 )

$( 16,675,319 )

Common stock issued for cash, net of fees

2,146,127,502

Issuance of common stock for legal settlement

2,305,555,556

Conversion of convertible debt into common stock

Issuance of common stock for legal settlement

Common Stock to be issued

Foreign currency adjustment

Common stock issued corrections

Net Income (loss)

( 2,966,814 )

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$ ( 19,520,158 )

( 71,259,677 )

( 16,996,834 )

notes to audited consolidated financial statements.

DARKPULSE, INC.

Consolidated Statement

of Cash Flows

CONSOLIDATED STATEMENT OF CASH FLOWS

Twelve Months Ended

Cash flows from operating activities:

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Change in fair market of derivative liabilities

Impairment of goodwill and intangible assets

Loss on equity investment

Issuance of common stock for legal settlement

Bad debt expense

Loss on deconsolidation

Exceptional Costs gain (loss)

Operating lease expense

Gain on forgiveness of debt

( 1,484,799 )

(Gain)/Loss on Disposal of Asset

Loss on convertible notes

Impairment expense

Gain on partial extinguishment of debt

Changes in operating assets and liabilities:

Accounts receivable

( 1,762,213 )

Contract assets

Prepaid expenses and other assets

Contract liabilities

( 2,348,773 )

Loss provision for contracts in progress

Accounts payable and accrued expenses

Operating lease liabilities, net

( 2,463,942 )

Other current liabilities

Other liabilities

Net cash used in operating activities

( 1,514,351 )

Net cash provided (used) in operating activities

( 1,514,351 )

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Purchases of property and equipment

Investment in related party

Investment in joint venture

Issuance of note receivable, related party

Advances to related party

Net cash used in investing activities

Net cash provided (used) in investing activities

Cash flows from financing activities:

Proceeds from sale of common stock, net of fees

Proceeds from convertible notes

Issuance of common stock, net of fees

Proceeds from notes payable

Net repayments of loan payable

( 1,866,432 )

Net cash provided by financing activities

Net cash provided (used) by financing activities

Net change in cash

( 2,236,303 )

Effect of exchange rate on cash

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Conversion of convertible debt

notes to audited consolidated financial statements.

Partial extinguishment of loan payable

See the accompanying notes to the unaudited condensed

consolidated financial statements

DARKPULSE, INC.

Audited Consolidated Financial Statements

Notes to the Audited Consolidated

Financial Statements

For the Years ended December 31, 2025 and 2024

NOTE 1 – BASIS OF FINANCIAL STATEMENT PRESENTATION

Organization and Description of Business

Organization and Description

DarkPulse, Inc.

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resolution and accuracy.

The Company’s subsidiaries consist of:

The Company’s subsidiaries

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 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.

Liquidation/winding up of Optilan (UK) Limited

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.

Liquidation/winding up of Optilan

On May 3, 2023, Eversheds Sutherland

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the Portsmouth Combined Court Centre on June 28, 2023.

On June 28, 2023, the High Court of

Justice in the United Kingdom issued a winding-up order for the liquidation and winding up of the affairs of Optilan (UK) Limited (“Optilan

On June 28, 2023, the High Court

of Justice in the United Kingdom issued a winding-up order for the liquidation and winding up of the affairs of Optilan (UK) Limited (“Optilan

Liquidation”).

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to meet future obligations.

On August 9, 2023, Evelyn Partners was appointed

Joint Liquidator.

On August 9, 2023, Evelyn

Partners was appointed Joint Liquidator.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies

consistently applied in the preparation of the accompanying financial statements are as follows:

A summary of the significant accounting policies consistently

applied in the preparation of the accompanying financial statements are as follows:

Basis of Presentation and Principles of Consolidation

The Company’s consolidated financial

statements are prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).

consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries.

All material intercompany balances

and transactions have been eliminated in consolidation.

The Company’s consolidated

financial statements are prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).

The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries.

All material intercompany

balances and transactions have been eliminated in consolidation.

The Company evaluates its relationships

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differ from those estimates.

The Company considers all highly liquid

investments with a maturity of three months or less when acquired to be cash equivalents.

The Company places its cash with high credit

quality financial institutions.

The Company considers all highly

liquid investments with a maturity of three months or less when acquired to be cash equivalents.

The Company places its cash with high

credit quality financial institutions.

The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation

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Accounts Receivable

Accounts receivable and contract assets

include amounts billed to customers under the terms and provisions of the contracts.

Accounts receivable and contract

assets include amounts billed to customers under the terms and provisions of the contracts.

Most billings are determined based on contractual

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a material impact on the Company’s consolidated financial statements and related disclosures for the year ended December 31, 2025.

Each month, the Company reviews its

receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or

perceived collection issues.

Any balances that are eventually deemed uncollectible are written off against the allowance after all means

of collection have been exhausted and the potential for recovery is considered remote.

As of December 31, 2024 and 2023, the Company determined

that the allowance for doubtful accounts was $ 5,457 and $ 0 , respectively.

The allowance pertaining to Optilan UK was derecognized upon

the Optilan Liquidation.

Each month, the Company reviews

its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known

or perceived collection issues.

Any balances that are eventually deemed uncollectible are written off against the allowance after all

means of collection have been exhausted and the potential for recovery is considered remote.

As of December 31, 2025 and 2024, the Company

determined that the allowance for doubtful accounts was $ 37,295 and $ 5,458 , respectively.

The allowance pertaining to Optilan UK was derecognized

upon the Optilan Liquidation.

During the year December 31, 2025 the Company recorded bad debt expense

related to certain customer accounts based on specific identification.

This included a full write-off of $ 367,693 for the Carebourn account

deemed uncollectible and a partial write-off of $ 206,024 (representing approximately 50% of the outstanding balance of $412,048) based

on management’s assessment of collectability.

Accounts receivable includes retainage

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The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, British Pound

(“GBP”) as the functional currency, as well as the Turkish lira, Emiraes Dirham, Azerbajani Manat and Indian Rupee.

of one of the Company’s subsidiaries is maintained using the appropriate local currency, Canadian Dollar (“CAD”) as

the functional currency.

(“GBP”) as the functional currency, as well as the Turkish lira, Emiraes Dirham, and Indian Rupee.

The accounts of one of

the Company’s subsidiaries is maintained using the appropriate local currency, Canadian Dollar (“CAD”) as the functional

All assets and liabilities are translated into U.S.

Dollars at balance sheet date, shareholders' equity is translated

at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period.

The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive

Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than

the functional currency are included in the statements of operations as foreign currency exchange variance.

The relevant translation rates are as

Dollars at balance sheet date, shareholders’ equity is translated at historical

rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period.

The translation

adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain.

Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional

currency are included in the statements of operations as foreign currency exchange variance.

The relevant translation rates are

for the year ended December 31, 2025 a closing rate at 1.3448 US$:

GBP, average rate at 1.2633 US$:GBP, and closing rate of 1.27

The relevant translation rates are as

GBP, average rate at 1.0144 US$:GBP and a closing rate

at .7286 US$:CAD, average rate at .7153 US$:CAD, a closing rate at .2723 US$:

AED, average rate at .2723 US$:

AED, a closing rate at .0116

INR, average rate at .0119 US$:

INR, a closing rate at .02328 US$:

TL, average rate at .02533 US$:

The relevant translation rates are

for the year ended December 31, 2024 a closing rate at 1.2516 US$:

GBP, average rate at 1.2633 US$:GBP and closing rate at

CAD, average rate at .6948 US$:CAD, a closing rate at .01169 US$:

INR, a closing rate at .02828 US$:

Long-Lived Assets and Goodwill

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its fair value, an impairment loss is recognized in an amount equal to that excess.

The Company accounts for goodwill and

intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other .

Goodwill represents the excess of the purchase

price of an entity over the estimated fair value of the assets acquired and liabilities assumed.

ASC 350 requires that goodwill and other

intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the

fair value of an asset has decreased below its carrying value.

This guidance simplifies the accounting for goodwill impairment by removing

Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation.

The quantitative impairment test calculates

any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying

amount of goodwill.

It is our practice, at a minimum, to perform a qualitative or quantitative goodwill impairment test in the fourth

quarter every year.

The Company accounts for goodwill

and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other .

Goodwill represents the excess of the

purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed.

ASC 350 requires that goodwill

and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate

that the fair value of an asset has decreased below its carrying value.

This guidance simplifies the accounting for goodwill impairment

by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation.

The quantitative impairment

test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not

to exceed the carrying amount of goodwill.

It is our practice, at a minimum, to perform a qualitative or quantitative goodwill impairment

test in the fourth quarter every year.

The Company has one reporting unit it evaluates during its impairment test.

During the year ended December 31,

2023, as a result of Optilan Liquidation as described in Note 1, management determined that certain events and circumstances occurred

that indicated that the carrying amount of the Company’s reporting unit may not be recoverable.

The qualitative assessment was primarily

due to the customer contracts held by Optilan (UK) Limited and the associated revenue projections by the UK subsidiary that is subject

to the potential winding up.

As such, the Company compared the fair value of the reporting unit to the carrying amounts and recorded an

impairment loss of $ 6,948,349 pertaining to impairment and goodwill and intangible assets in the consolidated statements of operations.

The Company has one reporting unit which was evaluated in the impairment test noted above.

As a result of the impairment, the Company

had a carrying value of $ 0 pertaining to goodwill and intangible assets as of December 31, 2023.

Property and Equipment

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Repairs and maintenance are expensed as incurred.

The estimated

useful lives of property and equipment are generally as follows:

The estimated useful lives of property and equipment are generally

Schedule of estimated useful lives of property and equipment

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Motor vehicles

Other Assets, Net

Other assets, net consist primarily of deposits

and other non-current assets that do not meet the criteria for separate presentation.

As of December 31, 2025, other assets included

a $ 100,000 deposit related to a proposed joint venture transaction.

During the year, the Company evaluated the recoverability of the deposit.

Based on managements assessment, including the

status of negotiations and the absence of a completed transaction, the Company determined that the deposit was not recoverable and recorded

an impairment charge of $ 100,000 within operating expenses for the year ended December 31, 2025.

Other assets are reviewed for impairment whenever

events of changes in circumstances indicate that their carrying amounts may not be recoverable.

Any identified impairment losses are recognized

in the period incurred.

Other assets are presented net of any impairment charges.

Revenue Recognition

The Company’s revenues are generated

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

systems, as well as habitat management.

The Company’s revenues are

generated primarily from the sale 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.

of products and services are separate from one another.

At contract inception, we assess the goods and services promised in the contract

with customers and identify a performance obligation for each.

To determine the performance obligation, we consider all products and services

promised in the contract regardless of whether they are explicitly stated or implied by customary business practices.

The timing of satisfaction

of the performance obligation is not subject to significant judgment.

We measure revenue as the amount of consideration expected to be

received in exchange for transferring goods and services.

We recognize service revenues as the performance obligations are met, which

is generally as milestones are satisfied over time.

We generally recognize product revenues at the time of shipment, provided that all

other revenue recognition criteria have been met.

The Company recognizes revenue when

its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in

exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines are within the scope

of ASC 606, we perform the following five steps:

Sales of products and services are separate from one another.

At contract inception, we assess the goods and services promised in the

contract with customers and identify a performance obligation for each.

To determine the performance obligation, we consider all products

and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices.

timing of satisfaction of the performance obligation is not subject to significant judgment.

We measure revenue as the amount of consideration

expected to be received in exchange for transferring goods and services.

We recognize service revenues as the performance obligations

are met, which is generally as milestones are satisfied over time.

We generally recognize product revenues at the time of shipment, provided

that all other revenue recognition criteria have been met.

The Company recognizes revenue

when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive

in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines are within the

scope of ASC 606, we perform the following five steps:

(i) identify the contract(s) with a customer;

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identifiable from other promises in the contract, and not distinct and ultimately not individual performance obligations.

The Company records revenue over time

using the input measure as it is the most faithful depiction of an entity’s performance because it directly measures the value of

the goods and services transferred to the customer.

The Company utilizes the Right to Invoice for these contracts, as the pricing structure

is based on various milestones that are specified in the contract.

These milestones include Construction Phase Plan, Start of the construction

phase, installation phase, site surveys, fiber splicing, recoveries, and closeouts.

There are specified payments associated with these

milestones in the contract, and the value allocated is commensurate with work done.

In the event that there are advances such as upfront

retainers and not based on the value, those are recorded as contract liabilities.

The Company records revenue

over time using the input measure as it is the most faithful depiction of an entity’s performance because it directly measures

the value of the goods and services transferred to the customer.

The Company utilizes the Right to Invoice for these contracts, as the

pricing structure is based on various milestones that are specified in the contract.

These milestones include Construction Phase Plan,

Start of the construction phase, installation phase, site surveys, fiber splicing, recoveries, and closeouts.

There are specified payments

associated with these milestones in the contract, and the value allocated is commensurate with work done.

In the event that there are

advances such as upfront retainers and not based on the value, those are recorded as contract liabilities.

In accordance with ASU No.

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Variable lease expenses are recorded when incurred.

In calculating the right of use asset

and lease liability, the Company has elected to combine lease and non-lease components.

In calculating the right of use

asset and lease liability, the Company has elected to combine lease and non-lease components.

The Company excludes short-term leases having

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for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:

Level 1 – Quoted prices are available

in active markets for identical assets or liabilities as of the reporting date.

Active markets are those in which transactions for the

asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 1 primarily consists

of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are

other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported

Level 1 – Quoted

prices are available in active markets for identical assets or liabilities as of the reporting date.

Active markets are those in which

transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs

are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported

date and includes those financial instruments that are valued using models or other valuation methodologies.

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non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3 – Pricing inputs include

significant inputs that are generally less observable from objective sources.

These inputs may be used with internally developed methodologies

that result in management’s best estimate of fair value.

The Company’s derivative liability is a

Level 3 liability measured at fair value on a recurring basis.

Level 3 – Pricing inputs

include significant inputs that are generally less observable from objective sources.

These inputs may be used with internally developed

methodologies that result in management’s best estimate of fair value.

The Company’s derivative liability

is a Level 3 liability measured at fair value on a recurring basis.

Equity Investments

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— commonly referred to as a basis difference — should be accounted for as if the investee were a consolidated subsidiary.

The Company accounts for income taxes

pursuant to the provision of ASC 740-10, (“ASC 740-10”) which requires, among other things, an asset and liability approach

The Company accounts for income

taxes pursuant to the provision of ASC 740-10, (“ASC 740-10”) which requires, among other things, an asset and liability approach

to calculating deferred income taxes.

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the net deferred asset will not be realized.

The Company follows the provision of

ASC 740-10 related to Accounting for Uncertain Income Tax Positions.

When tax returns are filed, there may be uncertainty about the merits

of positions taken or the amount of the position that would be ultimately sustained.

In accordance with the guidance of ASC 740-10, the

benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management

The Company follows the provision

of ASC 740-10 related to Accounting for Uncertain Income Tax Positions.

When tax returns are filed, there may be uncertainty about the

merits of positions taken or the amount of the position that would be ultimately sustained.

In accordance with the guidance of ASC 740-10,

the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management

believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation

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Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely

than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized

Tax positions that meet the more

likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized

upon settlement with the applicable taxing authority.

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The Company’s U.S.

subsidiaries were

incorporated in 2017.

The Company does not anticipate a tax liability for the years 2024 and 2023, however may be subject to certain penalties.

were incorporated in 2017.

The Company does not anticipate a tax liability for the years 2025 and 2024, however may be subject to certain

The Company has filed tax returns in Canada for the year ended December 31, 2018, and they are still subject to audit.

Non-controlling Interests

Non-controlling interests are classified

as a separate component of equity in the Company's consolidated balance sheets and statements of changes in stockholders’ equity.

Non-controlling interests

are classified as a separate component of equity in the Company’s consolidated balance sheets and statements of changes in stockholders’

Net income (loss) and comprehensive income (loss) attributable to non-controlling interests are reflected separately from consolidated

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in stockholders’ equity.

Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted

for as an equity transaction between the controlling and non-controlling interests.

In addition, when a subsidiary is deconsolidated,

any retained non- controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between

the carrying value and fair value of the retained interest will be recorded as a gain or loss.

The Company has non-controlling interests

via its subsidiaries TerraData, Remote Intelligence and Wildlife Specialists.

Any change in ownership of a subsidiary

while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling

In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will

be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded

as a gain or loss.

The Company has non-controlling interests via its subsidiaries TerraData, Remote Intelligence and Wildlife Specialists.

During the years ended December

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Comprehensive Loss

Comprehensive loss includes net loss

well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders.

Comprehensive loss includes net

loss well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders.

During the years ended December 31, 2025 and 2024, the Company’s only element of other comprehensive loss was foreign currency translation.

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of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 718, for share-based

payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense

is recognized over the vesting period of the award.

Until the measurement date is reached, the total amount of compensation expense remains

Pursuant to ASC Topic 718, for

share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.”

The expense is recognized over the vesting period of the award.

Until the measurement date is reached, the total amount of compensation

expense remains uncertain.

The Company initially records compensation expense based on the fair value of the award at the reporting date.

Topic 718, provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply

modification accounting in Topic 718, such as the repricing of share options, which would revalue those options and the accounting for

the cancellation of an equity award whether a replacement award or other valuable consideration is issued in conjunction with the cancellation.

Further, ASC Topic 718, provides guidance about which changes to the terms or conditions of a share-based payment award require an entity

to apply modification accounting in Topic 718, such as the repricing of share options, which would revalue those options and the accounting

for the cancellation of an equity award whether a replacement award or other valuable consideration is issued in conjunction with the

cancellation.

If not, the cancellation is viewed as a replacement and not a modification, with a repurchase price of $0 .

Loss Per Common Share

accounts for earnings per share pursuant to ASC 260, Earnings per Share , which requires disclosure on the financial statements

of "basic" and "diluted" earnings (loss) per share.

Basic earnings (loss) per share are computed by dividing net income

(loss) by the weighted average number of common shares outstanding for the year.

Diluted earnings (loss) per share is computed by dividing

net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to

stock options and warrants for each year.

The Company accounts for

earnings per share pursuant to ASC 260, Earnings per Share , which requires disclosure on the financial statements of "basic"

and "diluted" earnings (loss) per share.

Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted

average number of common shares outstanding for the year.

Diluted earnings (loss) per share is computed by dividing net income (loss)

by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and

warrants for each year.

In periods where the Company has a net loss, all dilutive securities are excluded.

dilutive items outstanding as of December 31, 2024 and 2023 are as follows:

Potentially dilutive items

outstanding as of December 31, 2025 and 2024 are as follows:

Schedule of anti-dilutive securities

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Recently Issued Accounting Pronouncements

On January 1, 2023, the Company adopted

ASU 2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (ASC 326).

This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit

loss (“CECL”) methodology.

CECL requires an estimate of credit losses for the remaining estimated life of the financial asset

using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured

at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as

unfunded commitments to extend credit.

Financial assets measured at amortized cost will be presented at the net amount expected to be

collected by using an allowance for credit losses.

The Company adopted this new guidance on January 1, 2023 and the adoption did not have

a material impact on the Company’s consolidated financial statements and related disclosures.

Management does not believe that any

other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements.

On January 1, 2023, the Company

adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments

This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current

expected credit loss (“CECL”) methodology.

CECL requires an estimate of credit losses for the remaining estimated life of

the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to

financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet

credit exposures such as unfunded commitments to extend credit.

Financial assets measured at amortized cost will be presented at the net

amount expected to be collected by using an allowance for credit losses.

The Company adopted this new guidance on January 1, 2023 and

the adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Management does not believe that

any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements.

As new accounting pronouncements are issued, the Company will adopt those that are applicable

NOTE 3 – LIQUIDITY AND GOING CONCERN

The Company generated net losses of $ 3,893,859 and

$ 21,723,043 during the years ended December 31, 2024 and 2023, respectively, and net cash used in operating activities of $ 1,514,351 and

3 – LIQUIDITY AND GOING CONCERN

The Company generated net

losses of $ 2,925,582 and $ 3,893,859

during the years ended December 31, 2025 and 2024, respectively, and net cash used in operating activities of $ 66,483

and $ 1,514,351 ,

respectively.

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As of December 31, 2025, the Company had $ 62,786 of cash.

The Company will require additional

funding during the next twelve months to finance the growth of its current operations and achieve its strategic objectives.

These factors,

as well as the uncertain conditions that the Company faces relative to capital raising activities, create substantial doubt as to the

Company’s ability to continue as a going concern.

The Company is seeking to raise additional capital principally through private

placement offerings and is targeting strategic partners in an effort to finalize the development of its products and begin generating

The ability of the Company to continue as a going concern is dependent upon the success of future capital offerings or alternative

financing arrangements or expansion of its operations.

The accompanying consolidated financial statements do not include any adjustments

that might be necessary should the Company be unable to continue as a going concern.

Management is actively pursuing additional sources

of financing sufficient to generate enough cash flow to fund its operations for twelve months from the issuance date of these consolidated

financial statements.

The Company will require

additional funding during the next twelve months to finance the growth of its current operations and achieve its strategic objectives.

These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create substantial

doubt as to the Company’s ability to continue as a going concern.

The Company is seeking to raise additional capital principally

through private placement offerings and is targeting strategic partners in an effort to finalize the development of its products and

begin generating revenues.

The ability of the Company to continue as a going concern is dependent upon the success of future capital

offerings or alternative financing arrangements or expansion of its operations.

The accompanying consolidated financial statements do

not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Management is actively

pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations for twelve months from the issuance

date of these consolidated financial statements.

However, management cannot make any assurances that such financing will be secured.

NOTE 4 – BUSINESS ACQUISITIONS

Optilan India PV,TLtd and Optilan Communication

& Security Systems, Ltd.

On September 11, 2024, the Company closed a sale

agreement with COLIN HARDMAN, CHRISTOPHER ALLEN AND GREGORY ANDREW PALFREY as Joint Liquidators, Optilan (UK) Limited incorporated and

registered in England and Wales acting by the Joint Liquidators (Seller), purchasing the right, title and interest of shares in Optilan

India, PVT located in Kilpauk, Chennai India and Optilan Communication & Security Systems, Ltd located in Ankara, Turkey along with

the applicable intellectual property rights including (1) the user interface for sensor systems, (2) The “Optilan.com” domain name and continued use of the “@optilan.com”

email accounts.

The Company agreed to pay $ 65,000 USD for both companies and the intellectual property rights.

The Company has accounted for the purchase using the acquisition method

of accounting for business combinations under ASC 805.

Accordingly, the purchase price has been allocated to the underlying assets and

liabilities in proportion to their respective actual values as of the purchase date.

The excess of the consideration transferred over

the actual estimated fair values of the net assets acquired was recorded as goodwill.

The following table summarizes the acquired assets

and assumed liabilities for the actual value of the assets and liabilities recognized at the date of acquisition:

4 – BUSINESS ACQUISITIONS

Optilan India

PVT, Ltd and Optilan Communication & Security Systems, Ltd.

On September 11, 2024,

the Company closed a sale agreement with COLIN HARDMAN, CHRISTOPHER ALLEN AND GREGORY ANDREW PALFREY as Joint Liquidators, Optilan (UK)

Limited incorporated and registered in England and Wales acting by the Joint Liquidators (Seller), purchasing the right, title and interest

of shares in Optilan India, PVT located in Kilpauk, Chennai India and Optilan Communication & Security Systems, Ltd.

located in Ankara,

Turkey along with the applicable intellectual property rights including (1) the user interface for sensor systems, (2) The “Optilan.com”

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

The Company agreed to pay $ 65,000 USD for both companies

and the intellectual property rights.

The Company has accounted

for the purchase using the acquisition method of accounting for business combinations under ASC 805.

Accordingly, the purchase price

has been allocated to the underlying assets and liabilities in proportion to their respective actual values as of the purchase date.

The excess of the consideration transferred over the actual estimated fair values of the net assets acquired was recorded as goodwill.

The following table summarizes the acquired assets and assumed liabilities for the actual value of the assets and liabilities recognized

at the date of acquisition:

Schedule of acquired assets and assumed liabilities

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Purchase price

The allocation of the total purchase price to

the tangible and intangible assets acquired and liabilities assumed by DarkPulse based on actual values as of September 11, 2024,

and measurement period adjustments resulting from the Optilan India fiscal audit period April 2023 – March 2024 which was

completed in December 2024 are as follows:

The allocation of the total

purchase price to the tangible and intangible assets acquired and liabilities assumed by DarkPulse based on actual values as of September

11, 2024, and measurement period adjustments resulting from the Optilan India fiscal audit period April 2023 – March 2024 which

was completed in December 2024 are as follows:

Schedule of fair value assets acquired and liabilities

(Amounts in US$’s)

Amounts Recognized as of Acquisition Date

Amounts Recognized as of

Acquisition Date

Measurement Period

Accounts receivable

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NOTE 5 – REVENUE

The following table is a summary of the Company’s

timing of revenue recognition for the years ended December 31, 2024 and 2023:

The following table is

a summary of the Company’s timing of revenue recognition for the years ended December 31, 2025 and 2024:

Schedule of timing of revenue recognition

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Total revenue

The Company disaggregates revenue by

source and geographic destination to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic

Revenue by source consisted of the following

for the years ended December 31, 2024 and 2023:

The Company disaggregates revenue by source and geographic

destination to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Revenue by source consisted

of the following for the years ended December 31, 2025 and 2024:

Schedule of revenue by source

Total revenue

Revenue by geographic destination consisted of

the following for the for the years ended December 31, 2024 and 2023:

Revenue by geographic destination

consisted of the following for the for the years ended December 31, 2025 and 2024:

Schedule of revenue by geographic destination

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Total revenue

Contract revenue is recognized over

time using the cost-to-cost measure of progress for fixed price contracts.

The cost-to-cost measure of progress best depicts the continuous

transfer of control of goods or services to the customer.

The contractual terms provide that the customer compensates the Company for

services rendered.

Contract costs include all direct materials,

labor and subcontracted costs, as well as indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs

and the costs of capital equipment.

The cost estimation and review process for recognizing revenue over time under the cost-to- cost method

is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals.

Contract revenue is recognized

over time using the cost-to-cost measure of progress for fixed price contracts.

The cost-to-cost measure of progress best depicts the

continuous transfer of control of goods or services to the customer.

The contractual terms provide that the customer compensates the Company

for services rendered.

Contract costs include all direct

materials, labor and subcontracted costs, as well as indirect costs related to contract performance, such as indirect labor, supplies,

tools, repairs and the costs of capital equipment.

The cost estimation and review process for recognizing revenue over time under the

cost-to- cost method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial

professionals.

Management reviews estimates of total contract transaction price and total project costs on an ongoing basis.

Changes in job performance,

job conditions and management’s assessment of expected variable consideration are factors that influence estimates of the total

contract transaction price, total costs to complete those contracts and profit recognition.

Changes in these factors could result in revisions

to revenue and costs of revenue in the period in which the revisions are determined on a prospective basis, which could materially affect

the Company’s consolidated results of operations for that period.

Provisions for losses on uncompleted contracts are recorded in

the period in which such losses are determined.

job performance, job conditions and management’s assessment of expected variable consideration are factors that influence estimates

of the total contract transaction price, total costs to complete those contracts and profit recognition.

Changes in these factors could

result in revisions to revenue and costs of revenue in the period in which the revisions are determined on a prospective basis, which

could materially affect the Company’s consolidated results of operations for that period.

Provisions for losses on uncompleted contracts

are recorded in the period in which such losses are determined.

Performance Obligations

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obligations are completed within one year.

When more than one contract is entered

into with a customer on or close to the same date, the Company evaluates whether those contracts should be combined and accounted for

as a single contract as well as whether those contracts should be accounted for as more than one performance obligation.

When more than one contract is

entered into with a customer on or close to the same date, the Company evaluates whether those contracts should be combined and accounted

for as a single contract as well as whether those contracts should be accounted for as more than one performance obligation.

This evaluation

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Contract Assets and Liabilities

The Company bill its customers based

on contractual terms, including, milestone billings based on the completion of certain phases of the work.

Sometimes, billing occurs after

revenue recognition, resulting in unbilled revenue, which is accounted for as a contract asset.

The Company bill its customers

based on contractual terms, including, milestone billings based on the completion of certain phases of the work.

Sometimes, billing occurs

after revenue recognition, resulting in unbilled revenue, which is accounted for as a contract asset.

Sometimes the Company receives advances

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has not been billed.

Contract assets and liabilities on December 31,

2023 are $ 0 upon the deconsolidation

Contract assets and liabilities

on December 31, 2025 are $ 0 upon the deconsolidation

related to the Optilan liquidation.

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Revenue recognized from current period advance billings to or payments from vendors

( 7,514,687 )

Balance at December 31, 2024

Deconsolidation

( 2,215,212 )

Balance at December 31, 2025

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that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration

Management’s estimates of variable consideration and determination of whether to include estimated amounts in transaction

price are based on past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer,

legal evaluations and all other relevant information that is reasonably available.

The effect of a change in variable consideration on

the transaction price of a performance obligation is typically recognized as an adjustment to revenue on a cumulative catch-up basis.

To the extent unapproved change orders, claims and liquidated damages reflected in transaction price are not resolved in the Company’s

favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously

recognized revenue.

Management’s estimates of

variable consideration and determination of whether to include estimated amounts in transaction price are based on past practices with

the customer, specific discussions, correspondence or preliminary negotiations with the customer, legal evaluations and all other relevant

information that is reasonably available.

The effect of a change in variable consideration on the transaction price of a performance obligation

is typically recognized as an adjustment to revenue on a cumulative catch-up basis.

To the extent unapproved change orders, claims and

liquidated damages reflected in transaction price are not resolved in the Company’s favor, or to the extent incentives reflected

in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue.

NOTE 6 – ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

Accounts receivable consisted

of the following:

Schedule of accounts receivable

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NOTE 7 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the

Property and equipment,

net consisted of the following:

Schedule of property and equipment

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Property and equipment, net

Depreciation expenses was $ 128,489 and $ 523,147 for the years

ended December 31, 2024 and 2023, respectively.

Depreciation expenses was $ 85,198 and

$ 128,489 for the years ended December 31, 2025 and 2024, respectively.

NOTE 8 - GOODWILL AND INTANGIBLE ASSETS

The following is a summary of activity of goodwill for the years ended December 31, 2024 and 2023:

The following is a summary

of activity of goodwill for the years ended December 31, 2025 and 2024:

Schedule of goodwill activity

2 unchanged sentences

Balances at December 31, 2025

The following is a summary of intangible assets, net:

Schedule of intangible assets

Trade name per business combination

( 3,059,716 )

accumulated amortization

Foreign exchange translation

Intangible assets, net

Amortization expense was $ 0 and $ 34,070 for the years ended December

31, 2024 and 2023, respectively.

Patents - Intrusion Detection Intellectual

The Company relies on patent laws and

restrictions on disclosure to protect its intellectual property rights.

expense was $ 0 and $ 0 for the years ended December 31, 2025 and 2024, respectively.

Patents - Intrusion Detection Intellectual Property

The Company relies on patent laws

and restrictions on disclosure to protect its intellectual property rights.

As of December 31, 2025 and 2024, the Company held three U.S.

1 unchanged sentence

of maintenance fees).

The DPTI issued patents cover a System

and Method for Brillouin Analysis, a System and Method for Resolution Enhancement of a Distributed Sensor, and a Flexible Fiber Optic

Deformation System Sensor and Method.

Maintenance of intellectual property rights and the protection thereof is important to our business.

Any patents that may be issued may not sufficiently protect the Company's intellectual property and third parties may challenge any issued

Other parties may independently develop similar or competing technology or design around any patents that may be issued to the

The Company cannot be certain that the steps it has taken will prevent the misappropriation of its intellectual property, particularly

in foreign countries where the laws may not protect proprietary rights as fully as in the United States.

Further, the Company may be required

to enforce its intellectual property or other proprietary rights through litigation, which, regardless of success, could result in substantial

costs and diversion of management's attention.

Additionally, there may be existing patents of which the Company is unaware that could

be pertinent to its business, and it is not possible to know whether there are patent applications pending that the Company's products

might infringe upon, since these applications are often not publicly available until a patent is issued or published.

For the years ended December 31, 2024 and 2023,

the Company had patent amortization costs on its intrusion detection technology totaling $ 51,028 and $ 14,212 , respectively.

Patents costs

are being amortized over the remaining life of each patent, which is from 7 to 16 years .

The DPTI issued patents cover a System

and Method for Brillouin Analysis, a System and Method for Resolution Enhancement of a Distributed Sensor, and a Flexible Fiber Optic

Deformation System Sensor and Method.

Maintenance of intellectual property rights and the protection thereof is important to our business.

Any patents that may be issued may not sufficiently protect the Company's intellectual property and third parties may challenge any issued

Other parties may independently develop similar or competing technology or design around any patents that may be issued to the

The Company cannot be certain that the steps it has taken will prevent the misappropriation of its intellectual property, particularly

in foreign countries where the laws may not protect proprietary rights as fully as in the United States.

Further, the Company may be required

to enforce its intellectual property or other proprietary rights through litigation, which, regardless of success, could result in substantial

costs and diversion of management's attention.

Additionally, there may be existing patents of which the Company is unaware that could

be pertinent to its business, and it is not possible to know whether there are patent applications pending that the Company's products

might infringe upon, since these applications are often not publicly available until a patent is issued or published.

The following is a summary of the DPTI patents

as of December 31, 2024 and 2023:

The DPTI issued patents cover a

System and Method for Brillouin Analysis, a System and Method for Resolution Enhancement of a Distributed Sensor, and a Flexible Fiber

Optic Deformation System Sensor and Method.

Maintenance of intellectual property rights and the protection thereof is important to our

Any patents that may be issued may not sufficiently protect the Company’s intellectual property and third parties may challenge

any issued patents.

Other parties may independently develop similar or competing technology or design around any patents that may be issued

to the Company.

The Company cannot be certain that the steps it has taken will prevent the misappropriation of its intellectual property,

particularly in foreign countries where the laws may not protect proprietary rights as fully as in the United States.

Further, the Company

may be required to enforce its intellectual property or other proprietary rights through litigation, which, regardless of success, could

result in substantial costs and diversion of management’s attention.

Additionally, there may be existing patents of which the Company

is unaware that could be pertinent to its business, and it is not possible to know whether there are patent applications pending that

the Company’s products might infringe upon, since these applications are often not publicly available until a patent is issued or published.

For the years ended December 31, 2025

and 2024, the Company had patent amortization costs on its intrusion detection technology totaling $ 51,028 and $ 51,028 , respectively.

Patents costs are being amortized over the remaining life of each patent, which is from 7 to 16 years .

The DPTI issued patents cover a

System and Method for Brillouin Analysis, a System and Method for Resolution Enhancement of a Distributed Sensor, and a Flexible Fiber

Optic Deformation System Sensor and Method.

Maintenance of intellectual property rights and the protection thereof is important to our

Any patents that may be issued may not sufficiently protect the Company’s intellectual property and third parties may challenge

any issued patents.

Other parties may independently develop similar or competing technology or design around any patents that may be issued

to the Company.

The Company cannot be certain that the steps it has taken will prevent the misappropriation of its intellectual property,

particularly in foreign countries where the laws may not protect proprietary rights as fully as in the United States.

Further, the Company

may be required to enforce its intellectual property or other proprietary rights through litigation, which, regardless of success, could

result in substantial costs and diversion of management’s attention.

Additionally, there may be existing patents of which the Company

is unaware that could be pertinent to its business, and it is not possible to know whether there are patent applications pending that

the Company’s products might infringe upon, since these applications are often not publicly available until a patent is issued or published.

The following is a summary

of the DPTI patents as of December 31, 2025 and 2024:

Schedule of patents

accumulated amortization

expected amortization of patents is as follows:

Future expected amortization of patents is as follows:

of December 31 ,

Schedule of future expected amortization of patents

As of December 31,

Total patents

NOTE 9 – JOINT VENTURE

On September 9, 2022, the Company entered

into a Joint Venture Agreement with Neural Signals Inc, (“NSI”), for the purpose of developing, marketing and selling products

and services based on the patents issued to NSI.

The parties established the Joint Venture, Neural Logistics Inc., under a separate entity

to conduct business.

On September 9, 2022, the Company

entered into a Joint Venture Agreement with Neural Signals Inc, (“NSI”), for the purpose of developing, marketing and selling

products and services based on the patents issued to NSI.

The parties established the Joint Venture, Neural Logistics Inc., under a separate

entity to conduct business.

The Company has 50 % ownership in NSI.

The Company determined that the investment was accounted for as an equity investment

under ASC 323-10-30-2.

During the year ended December 31, 2024, the Company

contributed $ 0 to the joint venture and recorded a loss on the equity investment of $ 0 .

During the year ended December 31, 2023, the Company

contributed $ 113,125 to the joint venture and recorded a loss on the equity investment of $ 159,849 .

NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED

Accounts payable and accrued expenses consists

of the following as of December 31, 2024 and December 31, 2023:

The Company determined that the investment was accounted for as an equity

investment under ASC 323-10-30-2.

During the year ended December

31, 2025, the Company contributed $ 0 to the joint venture and recorded a loss on the equity investment of $ 0 .

During the year ended December

31, 2024, the Company contributed $ 0 to the joint venture and recorded a loss on the equity investment of $ 0 .

NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued

expenses consists of the following as of December 31, 2025 and December 31, 2024:

Schedule of accounts payable and accrued expenses

4 unchanged sentences

Convertible Notes

The Company uses the Black-Scholes

Model to calculate the derivative value of its convertible debt.

The valuation result generated by this pricing model is necessarily driven

by the value of the underlying common stock incorporated into the model.

The values of the common stock used were based on the price at

the date of issue of the debt security as of December 31, 2024 and 2023.

The Company uses the

Black-Scholes Model to calculate the derivative value of its convertible debt and certain promissory notes.

The valuation result

generated by this pricing model is necessarily driven by the value of the underlying common stock incorporated into the model.

values of the common stock used were based on the price at the date of issue of the debt security as of December 31, 2025 and 2024.

In 2023 management determined the expected volatility of 106.90 %,

a risk-free rate of interest of 5.48 %, and contractual lives of the debt of three months.

In 2022 management determined the expected volatility

of 140.30 %, a risk-free rate of interest of 4.73 %, and contractual lives of the debt of three months.

Management made the determination

to use an expected life rather than contractual life for the calculations for the matured debt as of December 31, 2024 and 2023.

On August 7, 2023, the Company entered

into a convertible note for a principal of $ 57,750 .

The note bears interest at a rate of 10 % per annum and matures after one year.

180 days from the note, the noteholder may convert at a discount of 39 %.

The Company has reserved a sufficient number of shares of common

stock for issuance upon full conversion of the note in accordance with the terms.

On September 29, 2023, the Company

entered into a convertible note for a principal of $ 57,750 , which was funded on October 4, 2023.

The note bears interest at a rate of

10 % per annum and matures after one year.

Following 180 days from the note, the noteholder may convert at a discount of 39 %.

has reserved a sufficient number of shares of common stock for issuance upon full conversion of the note in accordance with the terms

(see Note 15).

On December 4, 2023, the Company entered

into a convertible note for a principal of $ 51,150 , which was funded on December 7, 2023.

The note bears interest at a rate of 10 % per

annum and matures after one year.

Following 180 days from the note, the noteholder may convert at a discount of 39 %.

The Company has reserved

a sufficient number of shares of common stock for issuance upon full conversion of the note in accordance with the terms.

As of December 31, 2024 and, 2023,

there was $ 0 and $ 166,650 of convertible debt principal outstanding.

During the year ended December 31, 2024 and 2023, $ 0 and $ 12,025

a risk-free rate of interest of 5.48 %,

and contractual lives of the debt of three months.

In 2022 management determined the expected volatility of 140.30 %,

a risk-free rate of interest of 4.73 %,

and contractual lives of the debt of three months.

Management made the determination to use an expected life rather than contractual

life for the calculations for the matured debt as of December 31, 2024 and 2023.

As of December 31,

2025 and, 2024, there was $ 181,000

and $ 0 of certain

promissory notes principal outstanding (with variable conversion features embedded in the notes on maturity).

During the year ended December 31, 2025 and 2024, $ 0

of the debt discount was amortized.

The summary of convertible notes are:

The summary of promissory

Schedule of convertible notes

1 unchanged sentence

unamortized debt discount

Convertible notes, net

table below details the Company's outstanding convertible notes and related derivative liability:

Schedule of outstanding convertible notes and derivative liability

Derivative Liability

1800 Diagonal Lending

During the years ended December 31, 2024 and

2023, change in fair value of the derivative liability was $(45,268) and $167,582, respectively.

The following is a summary of the derivative

Promissory notes, net

During the years ended

December 31, 2025 and 2024, change in fair value of the derivative liability was $ ( 258,864 )

and $ ( 45,268 ) ,

respectively.

The following is a summary of the derivative liability:

Schedule of derivative liability

6 unchanged sentences

Balances at December 31, 2025

$ ( 316,099 )

Notes Payable

On August 27, 2024, the Company entered into

a promissory note for a principal of $ 67,200 , which was funded on August 30, 2024.

The note bears interest at a rate of 12 % per annum

and matures after nine months.

On November 20, 2024, the Company entered

into a promissory note for a principal of $ 67,860 , which was funded on December 2, 2024.

The note bears interest at a rate of 15 % per

annum and matures after nine months.

On September 5, 2025 the Company entered into a promissory

note for a principal of $ 65,550 , which was funded on September 10, 2025.

The note bears interest at a rate of 15 % per annum and matures

after nine months.

On November 24, 2025, the

Company entered into a promissory note for a principal of $ 65,550 , which was funded on November 26,2025.

The note bears interest at a

rate of 15 % per annum and matures after nine months.

On December 3, 2025, the Company

entered into a promissory note for a principal of $ 77,050 , which was funded on December 4,2025.

The note bears interest at a rate of 15 %

per annum and matures after nine months.

Loans Payable

The Company’s RI and WS subsidiaries have

various loans including Small Business Association (“SBA”) Economic Injury Disaster Loan (“EIDL’) loans, lines

of credit and other advances.

The Company’s RI

and WS subsidiaries have various loans including Small Business Association (“SBA”) Economic Injury Disaster Loan (“EIDL”)

loans, lines of credit and other advances.

The loans bear interest with varying rates up to 9.25% per annum.

The following is a summary of the loans

payable at December 31, 2024 and 2023:

Schedule of loans

The following is a summary

of the loans payable at December 31, 2025 and 2024:

Schedule of loans payable

RI - line of credit

3 unchanged sentences

OPT – Optilan Communications & Security Ltd

Optlian India – Director loans

Loans payable, current

4 unchanged sentences

Loans payable, non-current

Certain of the Company’s subsidiary debt

arrangements are guaranteed by former shareholders of the acquired entity.

The Company has not assumed these guarantees and has no legal

obligation related to such guarantees .

NOTE 12 – SECURED DEBENTURE

33 unchanged sentences

To date, no royalties have been paid.

For the years ended December 31, 2024 and 2023,

the Company recorded interest expense of $ 26,955 and $ 66,813 , respectively.

For the years ended December 31, 2025

and 2024, the Company recorded interest expense of $ 21,116 and $ 66,813 , respectively.

As of December 31, 2025, and December

31, 2024, the outstanding balance of the debenture liability totaled $ 614,756 and $ 1,041,664 , respectively.

minimum required payments over the next five years and thereafter are as follows:

Schedule of future

minimum required payments

Period ending December 31,

Future minimum required payments over the next five years and thereafter are as follows:

ending December 31 ,

Schedule of future minimum required payments

NOTE 13 – LEASES

The following was included in our balance sheet

as of December 31, 2024 and 2023:

The following was included in our balance

sheet as of December 31, 2025 and 2024:

Schedule of operating lease

4 unchanged sentences

Total operating lease liabilities

The weighted average remaining lease term and

weighted average discount rate at December 31, 2024 and 2023 were as follows:

The weighted average remaining

lease term and weighted average discount rate at December 31, 2025 and 2024 were as follows:

Schedule of weighted average remaining lease term and discount rate

3 unchanged sentences

Operating Leases

On June 28, 2023, the Company recognized a gain

on deconsolidation of $1,642,146 related to Optilan (UK) and its subsidiaries leases.

The following table reconciles future minimum

operating lease payments to the discounted lease liability as of December 31, 2024:

Schedule of future minimum operating lease payments

Years Ended December 31,

2027 and later

Total lease payments

Less imputed interest

Total lease obligations

Less current lease obligations

Long-term lease obligations

On June 28, 2023, the Company recognized

a gain on deconsolidation of $1,642,146 related to Optilan (UK) and its subsidiaries leases.

NOTE 14 – STOCKHOLDERS’ EQUITY (DEFICIT)

8 unchanged sentences

and 2024, there were 90,904,606 and 40,500,587 common shares issued, respectively.

2023 Transactions

On April 28, 2023 the Company entered

into an Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common Stock over the course

of 12 months at 92% of the current market price.

On June 13, 2023 the Company entered

into an Amendment to the 2023 Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common

Stock over the course of 12 months at 92% of the current market price.

On July 10,2023 the Company entered

into a Second Amendment to the 2023 Equity Financing Agreement with GHS, to which GHS agreed to purchase up to $30,000,000 in shares of

our Common Stock over the course of 12 months at 92% of the current market price.

On September 5, 2023, we entered into

a Stock Purchase Agreement with an investor for the purchase of 100,000,000 shares of Common Stock for a total consideration of $100,000.

The below table of puts from 1/12/2023

through 4/11/2023 were made by the Company under the 2022 EFA during 2023.

The put from 4/28/2023 was made under the EFA dated 4/28/2023.

The below table of puts

from 1/12/2023 through 4/11/2023 were made by the Company under the 2022 EFA during 2023.

The put from 4/28/2023 was made under the EFA

dated 4/28/2023.

The puts from 6/26/2023 and 7/3/2023 were made by the Company under the Amended EFA dated June 13, 2023.

The 7/10/2023 put was made by

the Company under the Second Amended EFA dated July 10, 2023.

The 7/10/2023

put was made by the Company under the Second Amended EFA dated July 10, 2023.

Schedule of equity financing agreement

1 unchanged sentence

Shares Issued

Total Proceeds, Net of

Total Proceeds,

Net of Discounts

Effective Price

1,662,012,341

1,666,019,121

In January 2023, the Company entered

into a settlement of a dispute between certain stockholders in which the Company decided, during the period ended June 30, 2023, to issue

shares to settle the dispute.

In January 2023, the Company issued 297,000,000 shares of common stock to the individuals.

The fair value

of $ 1,989,900 , or $ 0.0067 per share, was included in professional fees in the consolidated statements of operations for the year ended

December 31, 2023.

As part of this transaction $280,536 of accrued liabilities have been reversed.

2024 Transactions

On November 6, 2024 the Company entered

into an Amendment to the 2023 Equity Financing Agreement with GHS, to which GHS agreed to Purchase $ 30,000,000 in shares of our Common

Stock over the course of 12 months at 92% of the current market price.

The RRA provides that we shall (i) use

our best efforts to file with the SEC a Registration Statement within 45 days of the date of the GHS Registration Rights Agreement;

(ii) have the Registration Statement declared effective by the SEC within 30 days after the date the GHS Registration Statement is filed

with the SEC, but in no event more than 90 days after the GHS Registration Statement is filed.

On November 6, 2024 the Company

entered into an Amendment to the 2023 Equity Financing Agreement with GHS, to which GHS agreed to Purchase $ 30,000,000 in shares of our

Common Stock over the course of 12 months at 92 % of the current market price.

The RRA provides that we shall (i)

use our best efforts to file with the SEC a Registration Statement within 45 days of the date of the GHS Registration Rights Agreement;

and (ii) have the Registration Statement declared effective by the SEC within 30 days after the date the GHS Registration Statement is

filed with the SEC, but in no event more than 90 days after the GHS Registration Statement is filed.

The below table of puts from 1/6/2025 through

12/18/2025 were made by the Company under the EFA amended in November 2024.

Number of Common

Shares Issued

Total Proceeds,

Net of Discounts

Effective Price

Stock Options

As of December 31, 2024 and 2023, the Company had no outstanding stock options.

As of December 31, 2025 and 2024, the

Company had no outstanding stock options.

NOTE 15 – INCOME TAXES

The domestic and foreign components of loss

before (benefit) provision for income taxes were as follows:

domestic and foreign components of loss before (benefit) provision for income taxes were as follows:

Schedule of provision for income taxes

6 unchanged sentences

$ ( 18,810,136 )

The provision for income taxes for the years ended

December 31, 2024 and 2023 differs from the amount which would be expected as a result of applying the statutory tax rates to the losses

before income taxes due primarily to the valuation allowance to fully reserve net deferred tax assets.

The following table summarizes the significant differences

between statutory rates for the years ended December 31, 2024 and 2023:

Schedule of statutory rate

Statutory tax rate:

Provision for Income Taxes

Income tax expense (benefit) consisted of the

Total Current

Total Deferred

Total Provision

The Company recorded no income tax expense

or benefit for the year ended December 31, 2025 due to the generation of losses and the application of a full valuation allowance

against deferred tax assets.

Effective Tax Rate Reconciliation

The reconciliation of income taxes computed at

federal statutory rate to the reported income tax provision is as follows:

Schedule effective income tax reconciliation

% of Pretax Income

Tax benefit at 21% (statutory rate)

$ ( 3,952,229 )

State taxes, net of federal benefit

Foreign rate differential

Goodwill impairment

NOLs carryforward adjustment

Change in valuation allowance:

The Company’s deferred tax assets and liabilities

as of December 31, 2024 and 2023 are as follows:

Schedule of deferred

tax assets and liabilities

Deferred Tax (Liabilities):

Net operating losses

Intangible assets

Right of use asset

Stock based compensation

Property and equipment

Valuation allowance

( 9,244,530 )

Deferred tax assets (liabilities)

The Company has approximately $ 26,485,942 of federal

and state net operating loss carryforwards as of December 31, 2024.

Of the $26.4 million of NOL's, $ 4.8 million will begin to expire in

2023 while $ 15.9 million will not expire but will be limited to 80% utilization.

The company also has net operating losses in the UK of

$ 22,085,338 and $ 636,852 of net operating loss carryforwards in Canada which will begin to expire in 2038.

The Company records a tax valuation allowance when

it is more likely than not that it will not be able to recover the value of its deferred tax assets.

For the years ended December 31,

2024 and 2023, the Company calculated its estimated annualized effective tax rate at 0 % and 0 %, respectively, for both the United States,

Canada and the UK.

The Company had no income tax expense on its losses for the years ended December 31, 2024 and 2023, respectively.

The Company recognizes the financial statement benefit

of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an

For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest

benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.

recognizes interest accrued on uncertain tax positions as well as interest received from favorable tax settlements within interest expense.

Total income tax expense

Deferred tax Assets and Valuation Allowance

The Company has deferred tax assets primarily

related to net operating loss carryforwards.

Management has determined that it is more likely

than not that these deferred tax assets will not be realized due to a lack of sufficient positive evidence, including cumulative losses.

Accordingly, the Company has recorded a full valuation allowance against its net deferred tax assets.

Net Operating Losses

As December 31, 2025, the Company has a net operating

loss (“NOL”) carryforward of approximately $ 26,485,942 .

federal NOLs may be carried forward indefinitely.

· Utilization

is limited to 80% of taxable income in future periods

NOLs may be subject to limitation under Internal Revenue Cide Section 382 in the event of

an ownership change.

Uncertain Tax Positions

The Company did no t have any material unrecognized

tax benefits as of December 31, 2025.

The Company files income tax returns in the United

States and foreign jurisdictions.

Tax years 2022 through 2025 remain subject to examination.

Foreign Earnings

The Company has not recorded a deferred tax liability

related to outside basis differences in foreign subsidiaries, as such amounts are not material.

The Company recognizes the financial

statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position

following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is

the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company recognizes interest accrued on uncertain tax positions as well as interest received from favorable tax settlements within

interest expense.

The Company recognizes penalties accrued on unrecognized tax benefits within selling, general and administrative expenses.

As of December

31, 2024 and 2023, the Company had no uncertain tax positions.

The Company does not anticipate any significant changes to the total amounts

of unrecognized tax benefits in the next twelve months.

The Company files income tax returns in New Brunswick, Canada, and the U.S.

New York, and Delaware and the UK jurisdictions.

Tax years 2012 to current remain open to examination by Canadian authorities;

year 2020 remains open to examination by U.S.

As of December 31, 2025 and 2024 the Company had no uncertain tax positions.

The Company does not anticipate

any significant changes to the total amounts of unrecognized tax benefits in the next twelve months.

The Company files income tax returns

in New Brunswick, Canada, and the U.S.

federal, New York, and Delaware and the UK jurisdictions.

Tax years 2012 to current remain open

to examination by Canadian authorities;

the tax year 2020 remains open to examination by U.S.

NOTE 16 – SEGMENT INFORMATION

The Company operates as a single operating and

reportable segment.

The Company’s Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, reviews financial

information on a fully consolidated basis.

There are no distinct operating segments with separate financial performance metrics, resource

allocation decisions, or discrete profit/loss evaluations.

Revenue is modest and primarily service-based, with ongoing net losses, all

managed holistically.

NOTE 17 – COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

DarkPulse, Inc.

On or about January 29, 2021, Carebourn Capital,

(“ Carebourn ”) commenced an action against the Company in Minnesota State Court.

Carebourn alleged that the Company

was in breach of certain securities purchase agreements and convertible promissory notes sold to Carebourn on or about July 17, 2018 and

July 24, 2018.

On or about August 31, 2021, the Company answered

Carebourn’s complaint and interposed affirmative defenses, including that Carebourn was an unregistered “dealer,” as

such term is defined in the Securities Exchange Act of 1934 (“ Exchange Act ”) and, therefore, all contracts between

the parties arising from or related to the securities purchase agreements and convertible promissory notes sold to Carebourn on or about

July 17, 2018 and July 24, 2018 were void pursuant to the Exchange Act.

The Company also asserted counterclaims against Carebourn under

the Minnesota Securities Act.

On or about April 21, 2023, the State Court ruled

in the Company’s favor on its motion for partial summary judgment on its Exchange Act defense, holding that (i) Carebourn is

a “dealer” under the Exchange Act in violation of the mandatory registration requirement imposed thereby, and (ii) all

contracts between the parties are void.

On or about November 17, 2023, the State Court

ruled in the Company’s favor on its motion for summary judgment on its Minnesota Securities Act counterclaims against Carebourn

and awarded damages for Carebourn’s violation of Minn.

§ 80A.76(d) in the amount of $124,012.91, attorney’s

fees in the amount of $239,923.33 and costs in the amount of $23,757.24 (or a total award in the amount of $387,693.48).

As of the date hereof, the final judgment remains

unsatisfied by Carebourn.

DarkPulse intends to continue to exercise all legal rights and remedies available to it to collect the amounts

awarded should Carebourn fail to voluntarily pay the same.

On or about January 29, 2021, Carebourn Capital, L.P.

(“ Carebourn ”)

commenced an action against the Company in Minnesota State Court.

Carebourn alleged that the Company was in breach of two convertible

promissory notes sold to Carebourn on or about July 17, 2018 and July 24, 2018.

Thereafter, the Company answered Carebourn’s complaint

and asserted counterclaims under the Minnesota Securities Act.

On or about November 17, 2023, the State Court ruled in

the Company’s favor on, among other things, its counterclaim for damages pursuant to Minnesota Securities Act and awarded the Company

damages in the amount of $124,012.91, attorney’s fees in the amount of $239,923.33 and costs in the amount of $23,757.24 (or a total

award in the amount of $387,693.48).

As of the date hereof, the final judgment remains unsatisfied

by Carebourn.

DarkPulse intends to continue to exercise all legal rights and remedies available to it to collect the amounts awarded should

Carebourn fail to voluntarily pay the same.

More Capital, LLC v.

4 unchanged sentences

purchase agreement and convertible promissory note sold to More on or about August 20, 2018.

On or about September 3, 2021, the Company answered

More’s complaint and interposed affirmative defenses, including that More was an unregistered “dealer,” as such term

is defined in the Exchange Act and, therefore, all contracts between the parties arising from or related to the securities purchase agreement

and convertible promissory note sold to More on or about August 20, 2018 were void pursuant to the Exchange Act.

The Company also asserted

counterclaims against More under the Minnesota Securities Act.

On or about December 11, 2023, the Minnesota State

Court ruled in the Company’s favor on its motion for summary judgment on its (a) Exchange Act defense, holding that (1) More

is a “dealer” under the Exchange Act in violation of the mandatory registration requirement imposed thereby, and (ii) all

contracts between the parties are void, and (b) Minnesota Securities Act counterclaims against More and awarded damages for More’s

violation of Minn.

§ 80A.76(d) in the amount of $300,809.39, attorney’s fees in the amount of $110,029.00 and costs

Thereafter, the Company answered More’s

complaint and asserted counterclaims under the Minnesota Securities Act.

On or about December 11,

2023, the Minnesota State Court ruled in the Company’s favor on, among other things, its counterclaim for damages pursuant to Minnesota

Securities Act and awarded the Company damages in the amount of $300,809.39, attorney’s fees in the amount of $110,029.00 and costs

in the amount of $210.25 (or a total award in the amount of $412,048.64).

As of the date hereof, the final judgment remains

unsatisfied by More.

DarkPulse intends to continue to exercise all legal rights and remedies available to it to collect the amounts awarded

should More fail to voluntarily pay the same.

As of the date hereof, the final judgment remains unsatisfied

DarkPulse intends to continue to exercise all legal rights and remedies available to it to collect the amounts awarded should

More fail to voluntarily pay the same.

Carebourn Capital et al v.

Standard Registrar

and Transfer et al

On or about May 20, 2022, Carebourn and More (More,

together with Carebourn, the “ Noteholders ”) commenced an action against the Company, certain members of the Company’s

executive team and board of directors and Standard Registrar and Transfer Company, Inc., the Company’s transfer agent, in the United

States District Court for the District of Utah.

The Noteholders’ complaint alleged various causes of action arising from certain

securities purchase agreements and convertible promissory notes the Company sold to the Noteholders.

On or about November 1, 2023, the Noteholders

moved to dismiss the action.

On or about November 2, 2023, the Company moved

for sanctions against the Noteholders and their counsel of record.

On or about December 4, 2023, the Court entered

an order granting dismissal of the Noteholders’ claims with prejudice.

The Court acknowledged that notwithstanding its dismissal

of the Noteholders’ claims, the Court continues to retain jurisdiction over the Noteholders because of DarkPulse’s pending

motion for sanctions against the Noteholders and their attorneys.

On September 10, 2024, the Court entered an order

granting in part the Company’s motion for sanctions against the Noteholders and their counsel of record.

As of the date hereof, the Court has not yet rendered

its decision on the amount sanctions that will be imposed against the Noteholders and their counsel of record and awarded to the Company.

Standard Registrar and Transfer et al

On or about May 20, 2022, the Carebourn Capital, L.P.

(“ Carebourn ”)

and More Capital, LLC (“ More ,” and together with Carebourn, the “ Noteholders ”) commenced an action

against the Company, certain members of the Company’s executive team and board of directors and Standard Registrar and Transfer

Company, Inc., the Company’s transfer agent, in the United States District Court for the District of Utah.

The Noteholders’

complaint alleged various causes of action arising from certain securities purchase agreements and convertible promissory notes the Company

sold to the Noteholders.

On or about November 1, 2023, the Noteholders moved to dismiss the

On or about November 2, 2023, the Company moved for sanctions

against the Noteholders and their counsel of record.

On or about December 4, 2023, the Court entered an order

granting dismissal of the Noteholders’ claims with prejudice.

The Court acknowledged that notwithstanding its dismissal of the Noteholders’

claims, the Court continues to retain jurisdiction over the Noteholders because of DarkPulse’s pending motion for sanctions against

the Noteholders and their attorneys.

On September 10, 2024,

the Court entered an order granting in part the Company’s motion for sanctions against the Noteholders and their counsel of record.

On July 15, 2025, the Court entered an order ordering the

Noteholders and their counsel to pay the sum of $70,840 to the Company.

On September 30, 2025, the Court entered Final Judgment in this matter.

As of the date hereof, the Noteholders and their counsel

have not paid the awarded amount to the Company.

DarkPulse intends to continue to exercise all legal rights and remedies available to

it to collect the amounts awarded.

DarkPulse, Inc.

FirstFire Global Opportunities

Fund, LLC, and Eli Fireman

On or about December 31, 2021, the Company commenced

an action against FirstFire Global Opportunities Fund, LLC (“ FirstFire ”) and its control person, Eli Fireman (“ Fireman ,”

FirstFire Global Opportunities Fund, LLC, et

On or about December 31, 2021, the Company commenced an

action against FirstFire Global Opportunities Fund, LLC (“ FirstFire ”) and its control person, Eli Fireman (“ Fireman ,”

and together with FirstFire, the “ FirstFire Defendants ”), in the United States District Court for the Southern District

On or about May 5, 2022, the Company amended its

complaint against the FirstFire Defendants.

The amended complaint alleges that the FirstFire Defendants were liable to the Company for

rescission of certain convertible promissory notes and transitions effected thereunder and damages pursuant to the Racketeer Influenced

and Corrupt Organizations Act (“ RICO ”).

On or about January 17, 2023, the Court granted

the FirstFire Defendants’ motion to dismiss the Company’s operative pleading.

On the same day, the Company appealed the Court’s

On or about May 5, 2022, the Company amended its complaint

against the FirstFire Defendants.

The amended complaint alleges that the FirstFire Defendants were liable to the Company for rescission

of certain convertible promissory notes and transitions effected thereunder and damages pursuant to the Securities Exchange Act of 1934

(“ Exchange Act ”) and Racketeer Influenced and Corrupt Organizations Act (“ RICO ”).

On or about January 17, 2023, the Court granted the FirstFire

Defendants’ motion to dismiss the Company’s operative pleading.

Later during the same day, the Company appealed the Court’s

decision to the United States Court of Appeals for the Second Circuit (“ Second Circuit ”).

On March 28, 2024, the Second Circuit issued its

decision and found that the District Court (a) properly found that the Delaware forum-selection clause was enforceable but, thereafter,

(b) improperly made a ruling on the merits of the Company’s claims for relief.

As a result, the Second Circuit affirmed the

District Court’s decision in part, vacated in part and remanded the case back to the District Court for transferring to the United

States District Court for the District of Delaware.

On September 9, 2024, the FirstFire Defendants

filed their opening memorandum of law in support of their motion to dismiss.

Shortly thereafter, the Company opposed the FirstFire Defendants’

motion and the FirstFire Defendants filed their reply in further support.

As of the date hereof, the Court has not scheduled

oral arguments on the FirstFire Defendants’ motion to dismiss or rendered its decision thereon.

The Company remains committed to

actively litigating its claims for relief against the FirstFire Defendants.

On March 28, 2024, the Second Circuit issued its decision and found

that the District Court

(a) properly found that the Delaware forum-selection clause was enforceable but, thereafter,

(b) improperly

made a ruling on the merits of the Company’s claims for relief.

As a result, the Second Circuit affirmed the District Court’s

decision in part, vacated in part and remanded the case back to the District Court for transferring to the United States District Court

for the District of Delaware.

On September 30, 2025,

the Delaware Court granted the FirstFire Defendants’ Motion to Dismiss.

On October 14, 2025, the Company filed a Motion for Reconsideration

of the Delaware Court’s September 30th decision.

As of the date hereof, the Delaware Court has not ruled

on DarkPulse’s Motion for Reconsideration.

The Company remains committed to actively litigating its claims for relief against the

FirstFire Defendants.

DarkPulse, Inc., et al v.

Crown Bridge Partners,

On or about September 23, 2022, the Company, Social

Life Network, Inc.

Crown Bridge Partners, LLC, et al

On or about September 23, 2022, the Company, Social Life

Network, Inc.

and Redhawk Holdings Corp.

commenced an action against Crown Bridge Partners, LLC (“ Crown Bridge ”)

and its control persons, Soheil Ahdoot and Sepas Ahdoot (collectively, the “ Crown Bridge Defendants ”) in the United

States District Court for the Southern District of New York.

The complaint alleges that the Crown Bridge Defendants are liable to each

of the plaintiffs for damages pursuant to RICO.

On or about September 29, 2023, the Court granted

the Crown Bridge Defendants’ motion to dismiss the plaintiffs’ complaint.

On October 23, 2023, the plaintiffs appealed the

Court’s decision to the United States Court of Appeals for the Second Circuit (“ Second Circuit ”).

On August 19, 2024, the Second Circuit issued

its decision and found that the District Court erred when granting the Crown Bridge Defendants’ motion to dismiss.

the Second Circuit vacated the District Court’s decision and remanded the case back to the District Court for further proceedings

consistent with its decision.

On September 30, 2024, the District Court entered

a scheduling order, setting forth deadlines for discovery and dispositive motion practice.

The Company is actively litigating its claims

for relief against the Crown Bridge Defendants.

GS Capital Partners, LLC v.

DarkPulse, Inc.

On June 2, 2023, GS Capital Partners, LLC (“ GS

Capital ”) commenced an action in the Supreme Court for New York County against the Company through the filing of motion for

summary judgment in lieu of a complaint.

The motion claims that the Company is in breach of a convertible promissory note, dated July

14, 2021, and accompanying securities purchase agreement, dated the same.

The motion claims that GS Capital is entitled

to an award of $ 2,407,671 , plus prejudgment interest and attorney’s fees, costs and disbursements.

On July 27, 2023, the Company moved to set aside

the default judgment entered in favor of GS Capital and against the Company on July 25, 2023.

GS Capital’s opposition thereto is

due on or before August 31, 2023.

Thereafter, DarkPulse’s reply is due on or before September 6, 2023.

Oral arguments are currently

not scheduled on the Company’s motion.

On or about September 27, 2023, the Company and

GS Capital confidentially settled the dispute.

On or about October 3, 2023, the parties filed a stipulation with the court to vacate the

judgment entered against the Company and in favor of GS Capital, vacate the motion filed by the Company, and discontinue the action.

On or about October 9, 2023, the court vacated

the judgment and the action was dismissed.

The Company defaulted upon the settlement and,

on July 24, 2024, the Company and GS Capital entered into a Settlement Agreement pursuant to which the Company entered into a confession

of judgment in favor of GS Capital in the amount of $ 2,673,423 .19 (the “ Balance ”).

Upon approval of the court on August

19, 2024, the Company will issue to GS Capital free-trading and unrestricted shares of Common Stock pursuant to drawdown requests in the

amounts determined by GS Capital, subject to a 4.99 % beneficial ownership limitation.

The shares will be issued a price per share equal

to the average of the three lowest VWAPs for the five prior trading days.

GS Capital will be allowed to sell, the greater of (1) in one

week, no more than 1% of the total outstanding shares of the Company on a non-cumulative basis at the “ask” price, and (2)

15% of the daily trading volume of the Common Stock on any single trading day.

Each drawdown will reduce the Balance.

The Company is required

to reserve 2,500,000,000 shares of Common Stock.

TJM West, Inc v Thomas J McCarthy Family

Limited Partnership

On or about July 25, 2023, TJM West filed an action

in Maricopa court against its landlord for illegal lockout from the company’s facilities.

On or about August 18, 2023, TJM West’s

motion for Temporary Restraining Order was granted.

September 27, 2023, TJM West counsel motion to

withdraw was accepted.

On or about October 6, 2923, TJM West hired new

counsel to assist with a short deadline to file answers to landlords motion.

On or about November 6, 2023, TJM West and its

counsel mutually agreed to a withdrawal.

On or about November 6, 2023, TJM West engaged

On or about May 8, 2024, TJM West dropped its

motion for Temporary Restraining Order.

On or about May 24, 2024, TJM West counsel filed

motion to continue discovery.

On or about May 24, 2024, TJM West’s counsel

left the firm handling the litigation it was determined in the best interest of the company to terminate its relationship with the law

As of the date hereof, the Company is interviewing new counsel and evaluating its claims against landlord to determine if it’s

financially responsible to incur additional fees related to exercising TJM’s rights against the landlord for terminating the lease.

On or about June 28, 2024, the Company discussed

with possible new counsel the feasibility of recovering its damages utilizing the courts.

At that time, it appeared the cost of recovery

would exceed the recoverable amount should the Company be successful in its litigation.

TJM West is awaiting updates from the court in

Maricopa County as to the status of the case.

The facilities in question had served as TJM West’s

manufacturing facility and is located at 2640 W Medtronic Way Tempe, AZ 85281.

Currently, we do

not have access to the facility nor have we signed a new lease signed with the landlord.

In addition to the foregoing Legal Proceedings,

we are also actively investigating potential legal claims, including but not limited to stock fraud, market manipulation, and/or defamation,

against certain Twitter accounts, websites, and social media channels.

The investigation is ongoing and should potential claims be identified,

we will evaluate commencing formal litigation proceedings.

From time to time, we may become involved in litigation

relating to claims arising out of our operations in the normal course of business.

We are not currently involved in any pending legal

proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are

a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our business,

financial condition and operating results.

(together, the “Crown Bridge Plaintiffs”) commenced an action against Crown Bridge

Partners, LLC (“Crown Bridge”) and its control persons, Soheil Ahdoot and Sepas Ahdoot (collectively, the “Crown Bridge

Defendants”) in the United States District Court for the Southern District of New York.

The complaint alleges that the Crown Bridge

Defendants are liable to each of the plaintiffs for damages pursuant to the Racketeer Influenced and Corrupt Organizations Act (“RICO”).

On or about September 29,

2023, the Court granted the Crown Bridge Defendants’ motion to dismiss the plaintiffs’ complaint.

On October 23, 2023, the plaintiffs appealed the Court’s

decision to the United States Court of Appeals for the Second Circuit (“ Second Circuit ”).

On August 19, 2024, the Second Circuit issued its decision

and found that the District Court erred when granting the Crown Bridge Defendants’ motion to dismiss.

As a result, the Second Circuit

vacated the District Court’s decision and remanded the case back to the District Court for further proceedings consistent with its

On July 16, 2024, the parties submitted final briefing on

their respective motions for summary judgment and/or dismissal to the Court.

As of the date hereof, the Court has not issued a ruling

on the parties’ respective motions.

The Company remains committed to actively litigating its claims for relief against the Crown

Bridge Defendants.

Unasserted Matters

We are unfamiliar with any unasserted claims held by the Company as

of December 31, 2025.

In addition to the foregoing Legal

Proceedings, we are also actively investigating potential legal claims, including but not limited to stock fraud, market manipulation,

and/or defamation, against certain Twitter accounts, websites, and social media channels.

The investigation is ongoing and should potential

claims be identified, we will evaluate commencing formal litigation proceedings.

From time to time, we may become

involved in litigation relating to claims arising out of our operations in the normal course of business.

We are not currently involved

in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding

to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect

on our business, financial condition and operating results.

NOTE 18 – RELATED PARTY TRANSACTIONS

5 unchanged sentences

to be accounted for by the equity method by the investing entity;

c) trusts for the benefit of employees, such as pension and profit-

sharing trusts that are managed by or under the trusteeship of management;

c) trusts for the benefit of employees, such as pension and profit-sharing

trusts that are managed by or under the trusteeship of management;

d) principal owners of the Company;

2 unchanged sentences

of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests;

Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership

g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership

interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting

1 unchanged sentence

The financial statements shall include disclosures of material

related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of

related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course

However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements

12 unchanged sentences

of Optilan’s Board of Directors.

Remote Intelligence and Wildlife Specialists

Loan Payables

RI has a loan payable with the former

majority shareholder, who is a shareholder in the Company after the acquisition of 60% of RI’s membership interests.

unsecured, non-interest bearing and due on demand.

Remote Intelligence and Wildlife

Specialists Loan Payables

RI has a loan payable with the former majority shareholder,

who is a shareholder in the Company after the acquisition of 60% of RI’s membership interests.

The loan is unsecured, non-interest

bearing and due on demand.

As of both years ended 2025 and 2024, the outstanding balance was $ 226,247 .

WS has a loan payable with the former

majority shareholder, who is a shareholder in the Company after the acquisition of 60% of WS’s membership interests.

unsecured, non-interest bearing and due on demand.

WS has a loan payable with the

former majority shareholder, who is a shareholder in the Company after the acquisition of 60% of WS’s membership interests.

loan is unsecured, non-interest bearing and due on demand.

As of both years ended 2025 and 2024, the outstanding balance was $ 135,500 .

SPAC Transaction

On October 12, 2022, the Company entered

into and closed the Purchase Agreement (the “Agreement”) pursuant to which the Company purchased 2,623,120 shares of Class

B Common Stock (the “Class B Common Stock”) and 4,298,496 Private Placement Warrants, each of which is exercisable to purchase

one share of Class A Common Stock (the “Warrants,” together, with the Class B Common Stock, the “Securities”)

of Gladstone Acquisition Corp., a Delaware corporation (NASDAQ:

GLEE) (the “SPAC”), from Gladstone Sponsor, LLC (“Original

Sponsor”) for $ 1,500,000 (the “Purchase Price”).

The SPAC subsequently changed its name to Global Systems Dynamics,

As of December 31, 2023 and December 31, 2022, the Company’s $ 1,500,000 investment in GSD was accounted

In addition to the payment of the Purchase

Price, the Company also assumed the following obligations:

(i) responsibility for all of SPAC’s public company reporting obligations,

(ii) the right to provide an extension payment and extend the deadline of the SPAC to complete an initial business combination from 15

months from August 9, 2021 to 18 months for an additional $1,150,000, and (iii) all other obligations and liabilities of the Original

Sponsor related to the SPAC.

The principal balance of this note shall be payable by GSD on the earlier to occur of:

(i) the date on which

GSD consummates its initial business combination (the “Business Combination”) and (ii) the date that the winding up of GSD

is effective.

The note does not bear interest.

On February 7, 2023 and March 9, 2023, GSD issued a non-convertible promissory note in

the aggregate principal amount of $ 167,894 ($83,947 per month) to the Company in connection with the extension of the termination date

for the GSD’s initial business combination.

As of December 31 2024 and December 31, 2023, the outstanding note receivable was $ 0

and $ 0 , respectively.

As of December 31, 2024 and 2023, the

Company has $ 0 and $ 0 , respectively, owed from GSD and included as due from related party on the consolidated balance sheet.

These advances

were made to pay for certain expenses on behalf of the SPAC, as well as $120,000 in accrued management fees.

The advances are unsecured,

non-interest bearing and due on demand.

On January 24, 2024 the SPAC was terminated and the outstanding due from related party was determined

to be uncollectible, therefore, written off as bad debt as of December 31, 2024

NOTE 19 – SUBSEQUENT EVENTS

On January 3, 2025 the Company issued 36,640,375

shares of common stock for a total consideration of $23,449.84

On January 13, 2025 the Company issued 51,215,454

shares of common stock for a total consideration of $32,777.89

On January 22, 2025 the Company issued 79,061,625

shares of common stock for a total consideration of $50,618.64

On January 30, 2025 the Company issued 139,008,500

shares of common stock for a total consideration of $55,603.40

On February 7, 2025 the Company issued 124,464,575

shares of common stock for a total consideration of $49,785.83

On January 2, 2026 the Company issued 1,109,837 shares

of common stock for a total consideration of 17,135.88.

On January 12, 2026 the Company issued 993,358 shares

of common stock for a total consideration of 19,2151.94.

On January 21, 2026 the Company issued 1,081,493 shares

of common stock for a total consideration of $17,518.07.

On January 29, 2026 the Company issued 921,406 shares

of common stock for a total consideration of $17,838.41.

On February 9, 2026 the Company issued 1,172,568 shares

of common stock for a total consideration of $19,136.30.

On February 20, 2026, the Company issued 890,303

shares of common stock for a total consideration of 12,108.12.

On March 10, 2025, the Company issued 132,699,709

shares of common stock for a total consideration of $31,847,93

On March 18, 2025, the Company issued 224,563,917

shares of common stock for a total consideration of $53,895.34

On March 27, 2025, the Company issued 203,844,344

shares of common stock for a total consideration of $65,230.19

On April 4, 2025, the Company issued 130,615,137

On March 9, 2026, the Company issued 876,614 shares

of common stock for a total consideration of $10,379.10.

On March 17, 2026, the

Company issued 1,998,326 shares of common stock for a total consideration of $20,622.72.

On April 2, 2026 the Company issues, 2,011,019

shares of common stock for a total consideration of $14,961.98.

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 9A. Controls and Procedures