DarkPulse (OTC: DPLS) amends 2025 annual report amid going concern warning
DarkPulse, Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025 to correct figures in the auditor’s going concern paragraph while leaving the underlying audited financial statements unchanged.
For 2025, DarkPulse generated $308,492 of revenue and recorded a net loss of $2,925,582, widening its accumulated deficit to $74,226,493. Total assets were $1,367,930 against total liabilities of $20,888,088, resulting in a stockholders’ deficit of $19,520,158. Current liabilities exceeded current assets by $19,721,196, and year-end cash was $62,786.
The auditor’s report emphasizes substantial doubt about DarkPulse’s ability to continue as a going concern, citing recurring losses, a large working capital deficit, and reliance on raising additional capital through equity or debt. The company also carries a $316,099 derivative liability related to convertible promissory notes and a secured debenture of $614,756 tied to its core patent portfolio. Despite modest revenue growth and some debt extinguishment gains, operations remain heavily loss-making and dependent on external financing.
Positive
- None.
Negative
- Severe going concern risk: 2025 net loss of $2,925,582, accumulated deficit of $74,226,493, negative working capital of $19,721,196, and cash of only $62,786 against current liabilities of $20,265,140 led the auditor to state that substantial doubt exists about the company’s ability to continue as a going concern.
Insights
Amended audit report confirms severe liquidity pressure and going concern risk at DarkPulse.
The amendment mainly corrects the auditor’s going concern figures, updating 2025 $74,226,493 accumulated deficit, $2,925,582 net loss, and negative working capital of $19,721,196. The underlying 2025 financial statements remain the same, so the economic picture is unchanged but now more precisely stated.
DarkPulse closed December 31, 2025 with only $62,786 in cash versus current liabilities of $20,265,140, plus a total stockholders’ deficit of $19,520,158. The auditor explicitly states these conditions raise substantial doubt about the company’s ability to continue as a going concern. Debt complexity adds risk: a derivative liability of $316,099 from convertible notes and a secured debenture of $614,756 supported by key patents both sit on a tiny asset base of $1,367,930.
Revenue of $308,492 in 2025 is far below the cost structure, with operating expenses of $2,647,790 and other expense of $481,829. While operating cash burn improved to $66,483 used in 2025 from $1,514,351 in 2024, that was aided by working capital movements and debt-related gains rather than sustainable profitability. Future disclosures in subsequent annual or quarterly reports will be crucial to see whether the company can secure sufficient financing and grow revenue to ease the going concern issue.
Key Figures
Key Terms
going concern financial
embedded derivative liabilities financial
variable interest entities financial
current expected credit loss financial
comprehensive loss financial
derivative liability financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
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For the fiscal year ended
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
Commission file number:
(Exact Name of Registrant as Specified in its Charter)
| (State of other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
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| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically, every Interactive Data File pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No
The aggregate market value of the voting and non-voting
stock held by non-affiliates of the registrant as of the last business day of the registrants most recently completed second fiscal quarter,
based on the price at which the common equity was last sold on the OTC Markets on June 30, 2025 was approximately $
The number of shares of the registrant’s
common stock, $0.0001 par value per share, outstanding as of April 14, 2026, was
EXPLANATORY NOTE
DarkPulse, Inc. (the "Company") is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission on April 14, 2026 (the "Original Filing"), solely to correct the Report of Independent Registered Public Accounting Firm (the "Audit Report") issued by Boladale Lawal & Co. (PCAOB ID 6993). Following the Original Filing, the Company's independent registered public accounting firm identified certain errors in the Going Concern paragraph of the Audit Report. Specifically, the following figures were incorrect as stated in the Original Filing and are hereby corrected: (i) the accumulated deficit was incorrectly stated as $(74,087,829) and is corrected to $(74,226,493); (ii) the net loss was incorrectly stated as $(1,731,056) and is corrected to $(2,925,582); and (iii) the negative working capital was incorrectly stated as $(19,637,276) and is corrected to $(19,721,196). In addition, the addressee line of the Audit Report has been conformed to standard form and the date of the Audit Report has been updated to May 1, 2026. The corrected figures are consistent with, and derived from, the audited consolidated financial statements included in the Original Filing, which are unchanged.
Except as described above, this Amendment No. 1 does not amend, update, or otherwise modify any other items, disclosures, or financial statements contained in the Original Filing. This Amendment No. 1 does not reflect events occurring after the date of the Original Filing or modify or update any disclosures therein. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 includes new certifications of the Company's principal executive officer and principal financial officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are filed as Exhibits 31.1, 31.2, and 32.1 to this Amendment No. 1. The certifications pursuant to Section 906 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
| 2 |
PART II
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
The financial statements of the Company are included beginning on page F-1 immediately following the signature page to this Form 10-K/A.
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
Exhibits
The following exhibits are filed with this Amendment No. 1. All other exhibits required by Item 601 of Regulation S-K were previously filed with the Original Filing and are incorporated herein by reference.
| Exhibit Number |
Exhibit Description | Form | File No. | Exhibit | Filing Date |
Filed Herewith | ||||||
| 23.1 | Consent of Boladale Lawal & Co, independent registered public accounting firm | X | ||||||||||
| 31.1 | Rule 13a-14(a) Certification by Principal Executive Officer | X | ||||||||||
| 31.2 | Rule 13a-14(a) Certification by Principal Financial and Accounting Officer | X | ||||||||||
| 32.1+ | Section 1350 Certification of Principal Executive Officer and Principal Financial and Accounting Officer | X | ||||||||||
| 101.INS | 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) | |||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included in exhibit 101). |
| 53 |
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DARKPULSE, INC. | |||
| Dated: May 5, 2026 | By: | /s/ Dennis M. O’Leary | |
| Dennis M. O’Leary | |||
| Chairman, Chief Executive Officer and President, and Chief Financial Officer (Principal Executive Officer, Principal Financial and Accounting Officer) | |||
Pursuant to the requirements of the Securities 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 the dates below.
| Signature | Title | |||
|
/s/ Dennis M. O’Leary Dennis M. O’Leary |
Chairman, Chief Executive Officer, President, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | May 5, 2026 | ||
|
/s/ Dr. Anthony Brown |
Director | May 5, 2026 | ||
| Dr. Anthony Brown | ||||
|
/s/ Craig Atkin |
Director | May 5, 2026 | ||
| Craig Atkin | ||||
| /s/ George Pappas | Director | May 5, 2026 | ||
| George Pappas |
| 54 |
DARKPULSE, INC.
Index to Financial Statements
As of December 31, 2025 and 2024
and for the Years Ended December 31, 2025 and 2024
|
Report of Independent Registered Public Accounting Firm ( |
F-2 |
| Audited Consolidated Balance Sheets | F-4 |
| Audited Consolidated Statements of Operations | F-5 |
| Audited Consolidated Statements of Comprehensive Loss | F-6 |
| Audited Consolidated Statements of Stockholders’ Deficit | F-7 |
| Audited Consolidated Statements of Cash Flows | F-8 |
| Notes to the Audited Consolidated Financial Statements | F-9 |
| F-1 |
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Stockholders of
DARKPULSE, INC.
Opinion on the Financial Statements
We have audited the accompanying consolidated 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’ (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 present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company suffered an accumulated deficit of $(74,226,493), net loss of $(2,925,582) and a negative working capital of $(19,721,196). The Company 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. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Impairment of Accounts Receivable
As disclosed in Note 2 to the financial statements, the Company performs an impairment assessment on long-outstanding accounts receivable balances. In their 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.
| F-2 |
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 2 to the financial statements, the Company has issued promissory notes that require complex accounting considerations and significant estimates. The Company concluded that certain variable conversion features embedded in these notes require classification as derivative liabilities. 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
BOLADALE LAWAL & CO.
(Chartered Accountants)
(PCAOB ID 6993)
Lagos, Nigeria
We have served as the Company’s auditor since 2024.
May 1, 2026
| F-3 |
DARKPULSE, INC.
Consolidated Balance Sheets
| December 31 | ||||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Patents, net | ||||||||
| Notes receivable, related party | ||||||||
| Investment in related party | ||||||||
| Joint venture | ||||||||
| Goodwill | ||||||||
| Other assets, net | ||||||||
| Intangible assets, net | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Notes payable, current | ||||||||
| Derivative liability | ( | ) | ||||||
| Loan payable, current | ||||||||
| Loan payable, related party | ||||||||
| Secured debenture, current | ||||||||
| Operating lease liabilities - current | ||||||||
| Other current liabilities | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Secured debenture | ||||||||
| Loan payable | ||||||||
| Operating lease liabilities - non-current | ||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | – | – | ||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Series A Super Voting preferred stock - par value $ | ||||||||
| Convertible preferred stock - Series D, par value $ | ||||||||
| Common stock, par value $ | ||||||||
| Treasury stock at cost, | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Common Stock to be issued | ||||||||
| Non-controlling interests | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See notes to audited consolidated financial statements.
| F-4 |
DARKPULSE, INC.
Consolidated Statement of Operations
| Years Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Audited | Audited | |||||||
| REVENUES | $ | $ | ||||||
| COST OF REVENUES | ||||||||
| GROSS PROFIT (LOSS) | ||||||||
| OPERATING EXPENSES: | ||||||||
| Selling, general and administrative | ||||||||
| Salaries, wages and payroll taxes | ||||||||
| Professional fees | ||||||||
| Depreciation and amortization | ||||||||
| Bad debt expense | ||||||||
| Impairment expense | ||||||||
| Gain on partial extinguishment of debt | ( | ) | ||||||
| TOTAL OPERATING EXPENSES | ||||||||
| OPERATING LOSS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on convertible notes | ||||||||
| Change in fair market of derivative liabilities | ( | ) | ( | ) | ||||
| Loss on equity investment | ( | ) | ||||||
| Gain on the forgiveness of debt | ||||||||
| Exceptional Costs Gain | ( | ) | ||||||
| Gain/(Loss) on Disposal of Asset | ( | ) | ||||||
| Foreign currency exchange rate variance | ( | ) | ( | ) | ||||
| TOTAL OTHER INCOME (EXPENSE) | ( | ) | ( | ) | ||||
| Deferred tax expense | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Net loss attributable to non-controlling interests | ( | ) | ||||||
| Net loss attributable to Darkpulse, Inc. | $ | ( | ) | $ | ( | ) | ||
| Net loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding - basic and diluted | ||||||||
See notes to audited consolidated financial statements.
| F-5 |
DARKPULSE, INC.
Consolidated Statements of Comprehensive Loss
| Years Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||
| Foreign currency translation | ( | ) | ( | ) | ||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
See notes to audited consolidated financial statements.
| F-6 |
DARKPULSE, INC.
Consolidated Statement of Stockholders’ Deficit
For the Years Ended December 31, 2025 and 2024
| Preferred stock | ||||||||||||||||||||||||||||||||
| Series A | Series D | Common stock | Common stock to be issued | |||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
| 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 | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||
| Common Stock to be issued | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign currency adjustment | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Common stock issued corrections | – | – | – | – | ( | ) | – | – | – | |||||||||||||||||||||||
| Net Income (loss) | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
(continued)
| Accumulated | Total | |||||||||||||||||||||||||||
| Treasury stock | Additional paid-in | Non-controlling | other comprehensive | Accumulated | stockholders’ deficit | |||||||||||||||||||||||
| Shares | Amount | capital | interests | loss | deficit | (equity) | ||||||||||||||||||||||
| 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 | – | – | – | – | – | |||||||||||||||||||||||
| Common Stock to be issued | – | – | – | – | – | – | ( | ) | ||||||||||||||||||||
| Foreign currency adjustment | – | – | ( | ) | – | ( | ) | – | ( | ) | ||||||||||||||||||
| Common stock issued corrections | – | |||||||||||||||||||||||||||
| Net Income (loss) | – | – | – | ( | ) | – | ( | ) | ( | ) | ||||||||||||||||||
| Balance at December 31, 2025 | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
See notes to audited consolidated financial statements.
| F-7 |
DARKPULSE, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
| Twelve Months Ended | ||||||||
| December 31, | ||||||||
| Audited | Audited | |||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Gain on forgiveness of payables and liabilities | ( | ) | ( | ) | ||||
| Change in fair market of derivative liabilities | ||||||||
| Loss on equity investment | ||||||||
| Bad debt expense | ||||||||
| Exceptional Costs gain (loss) | ||||||||
| Operating lease expense | ||||||||
| (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 | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Operating lease liabilities, net | ( | ) | ( | ) | ||||
| Other current liabilities | ( | ) | ||||||
| Other assets | ||||||||
| Other liabilities | ||||||||
| Net cash provided (used) in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Issuance of note receivable, related party | ( | ) | ||||||
| Advances to related party | ( | ) | ||||||
| Net cash provided (used) in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Issuance of common stock, net of fees | ||||||||
| Proceeds from notes payable | ||||||||
| Net repayments of loan payable | ( | ) | ( | ) | ||||
| Net cash provided (used) by financing activities | ||||||||
| Net change in cash | ||||||||
| Effect of exchange rate on cash | ( | ) | ( | ) | ||||
| Cash at beginning of year | ||||||||
| Cash at end of year | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Non-cash financing and investing activities: | ||||||||
| Conversion of convertible debt | $ | $ | ||||||
| Partial extinguishment of loan payable | $ | $ | ||||||
See the accompanying notes to the unaudited condensed consolidated financial statements
| F-8 |
DARKPULSE, INC.
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
DarkPulse, Inc. (“DPI” or “Company”) is a technology-security company incorporated in 1989 as Klever Marketing, Inc. (“Klever”). Its’ wholly-owned subsidiary, DarkPulse Technologies Inc. (“DPTI”), originally started as a technology spinout from the University of New Brunswick, Fredericton, Canada. The Company’s security and monitoring systems will initially be delivered in applications for border security, pipelines, the oil and gas industry and mine safety. Current uses of fiber optic distributed sensor technology have been limited to quasi-static, long-term structural health monitoring due to the time required to obtain the data and its poor precision. The Company’s patented BOTDA dark-pulse sensor technology allows for the monitoring of highly dynamic environments due to its greater resolution and accuracy.
The Company’s subsidiaries consist of: DarkPulse, Inc., based in New York; Terradata Unmanned PLLC, based in Florida; Optilan India Pvt Ltd based in Navi-Mumbai and Optilan Communications & Security Systems Ltd, based in Ankara Turkey.
Optilan India Pvt Ltd, operating in India, provides project engineering & design, system provisioning and contract bid services for the Company globally. Optilan Communications & Security Systems Ltd, provides project engineering & design, system provisioning and contract bid services for the Company throughout Europe.
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
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. To date the 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. Pursuant 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 occurred July 18, 2023.
| F-9 |
The Company is an Unsecured creditor of Optilan (UK) Limited and is 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. The Company has approximately $19.4 million intercompany payables due from Optilan (UK), which will increase the Company liabilities for any obligations not repaid. At the time of this filing the Company is still evaluating the full effects of the winding-up order for liquidation and the material adverse effects it will have on the Company’s continued operations and ability to meet future obligations.
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:
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”). 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 with other entities to identify whether they are variable interest entities (“VIE”) as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”), and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is consolidated.
Use of Estimates
The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, assumptions used to calculate derivative liabilities, revenue recognition and impairment of long-lived assets. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.
Cash
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 (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such a financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.
Accounts Receivable
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 terms. As is common practice in the industry, the Company classifies all accounts receivable and contract assets, including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year. Contract assets include amounts billed to customers under retention provisions in construction contracts. Such provisions are standard in the Company’s industry and usually allow for a portion of progress billings on the contract price, typically 5-10%, to be withheld by the customer until after the Company has completed work on the project. Billings for such retention balances at each balance sheet date are finalized and collected after project completion. Generally, unbilled amounts will be billed and collected within one year. The Company determined that there are no material amounts due past one year and no material amounts billed but not expected to be collected within one year. Also, the Company adopted ASU 2016-13 in January 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures for the year ended December 31, 2025.
| F-10 |
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 $
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 $
Accounts receivable includes retainage
amounts for the portion of the contract price earned by us for work performed but held for payment by the customer as a form of security
until we reach certain construction milestones or complete the project. As of December 31, 2025 and 2024, retainage receivable was $
Foreign Currency Translation
The Company’s reporting currency is US Dollars. 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, 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 currency. 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 (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
as follows: for the year ended December 31, 2025 a closing rate at
The relevant translation rates are
as follows: for the year ended December 31, 2024 a closing rate at
Long-Lived Assets and Goodwill
The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Indefinite-lived intangible assets established in connection with business combinations consist of the tradename. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds 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 has one reporting unit it evaluates during its impairment test.
| F-11 |
Property and Equipment
Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred.
The estimated useful lives of property and equipment are generally as follows:
| Schedule of estimated useful lives of property and equipment | ||
| Years | ||
| Office furniture and fixtures | ||
| Plant and equipment | ||
| Leasehold Improvements | ||
| 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 $
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 $
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 sales of products are primarily generated from our TJM subsidiaries. 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. 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: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
| F-12 |
The Company considers each individual sale of service contract to be its own performance obligation. Services in the contract are highly interdependent and interrelated, and the successful completion of each milestone is necessary for the overall success of the contract. Therefore, each milestone is not separately 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.
In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient, which is to (1) clarify the objective of the collectability criterion for applying paragraph 606-10-25-7; (2) permit an entity to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price; (3) specify that the measurement date for noncash consideration is contract inception; (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations; (5) clarify that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. There was no impact as a result of adopting this ASU on the financial statements and related disclosures. Based on the terms and conditions of the product arrangements, the Company believes that its products and services can be accounted for separately as its products and services have value to the Company’s customers on a stand-alone basis. When a transaction involves more than one product or service, revenue is allocated to each deliverable based on its relative fair value; otherwise, revenue is recognized as products are delivered or as services are provided over the term of the customer contract.
Cost of Revenues
Cost of revenues consists primarily of materials and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. Cost of revenues also includes direct labor attributable to revenue service arrangements.
Concentration of Credit Risk
Financial instruments that potentially
subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company has not experienced
any losses related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated
with commercial banking relationships. As of December 31, 2025, one customer accounted for
Leases
The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.
| F-13 |
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 initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term.
Derivative Financial Instruments
The Company evaluates the embedded conversion feature within its convertible debt instruments under ASC 815-15 and ASC 815-40 to determine if the conversion feature meets the definition of a liability and, if so, whether to bifurcate the conversion feature and account for it as a separate derivative liability. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a lattice model, in accordance with ASC 815-15, Derivative and Hedging, to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months after the balance sheet date.
Fair Value of Financial Instruments
The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, Fair Value Measurements and Disclosures. As defined in FASB ASC 820, the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets 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 date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include 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. See Note 11.
| F-14 |
Equity Investments
The Company uses the equity method to account for investments in which it has the ability to exercise significant influence over the investee’s operating and financial policies, or in which its holds a partnership or limited liability company interest in an entity with specific ownership accounts, unless it has virtually no influence over the investee’s operating and financial policies. The Company follows the guidance in ASC 323-10-30-2, Joint Ventures, which prescribes the use of the equity method for investments in joint ventures where the Company has significant influence. Equity method investments are recorded at cost and are adjusted to recognize (1) the Company’s share, based on percentage ownership or other contractual basis, of the investee’s net income or loss after the date of investment, (2) amortization of the recorded investment that exceeds the Company’s share of the book value of the investee’s net assets, (3) additional contributions made and dividends received, and (4) impairments resulting from other-than-temporary declines in fair value. Gain (loss) on equity investment includes realized gains or losses upon the sale of the investment and are included as other income (expense) in the consolidated statements of operations and comprehensive (loss).
Per ASC 323-10-30-2, Joint Ventures are accounted for using the equity method, in which the Company initially records its investment at cost, including transaction costs. Under the equity method, an investment in common stock and in-substance common stock is presented on the balance sheet of an investor as a single amount. However, any difference between the cost of the investment and the underlying equity in net assets of an investee — commonly referred to as a basis difference — should be accounted for as if the investee were a consolidated subsidiary.
Income Taxes
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. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that 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 believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. 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 upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.
The Company has adopted ASC 740-10-25, Definition of Settlement which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.
The Company’s U.S. subsidiaries were incorporated in 2017. The Company does not anticipate a tax liability for the years 2025 and 2024, however may be subject to certain penalties. The Company has filed tax returns in Canada for the year ended December 31, 2018, and they are still subject to audit.
| F-15 |
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. Net income (loss) and comprehensive income (loss) attributable to non-controlling interests are reflected separately from consolidated net income (loss) and comprehensive income (loss) in the consolidated statements of comprehensive income (loss) and statements of changes 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.
During the years ended December
31, 2025 and 2024, the Company recorded a loss of $(
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. During the years ended December 31, 2025 and 2024, the Company’s only element of other comprehensive loss was foreign currency translation.
Stock-based Compensation
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement 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 uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. 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
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. Potentially dilutive items outstanding as of December 31, 2025 and 2024 are as follows:
| Schedule of anti-dilutive securities | ||||||||
| Years Ended | ||||||||
| 2025 | 2024 | |||||||
| Convertible notes | $ | $ | ||||||
| Series D preferred stock | ||||||||
| $ | $ | |||||||
| F-16 |
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. 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 $
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 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 $
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 | ||||
| Consideration | ||||
| Property, Plant & Equipment | $ | |||
| Shares | ||||
| Purchase price | $ | |||
| F-17 |
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 | Measurement Period Adjustments | Fair Value | |||||||||
| Cash | $ | $ | $ | |||||||||
| Accounts receivable | ||||||||||||
| Other current assets | ||||||||||||
| Property & equipment | ( | ) | ||||||||||
| Goodwill | ( | ) | ||||||||||
| Total assets | ( | ) | ||||||||||
| Assumed liabilities | ||||||||||||
| Gain on acquisition | ( | ) | ( | ) | ||||||||
| Total Consideration for 100% of equity interests | $ | $ | $ | |||||||||
NOTE 5 – REVENUE
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 | ||||||||
| Years Ended | ||||||||
| 2025 | 2024 | |||||||
| Services and products transferred at a point in time | $ | $ | ||||||
| Services and products transferred over time | ||||||||
| 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 factors.
Revenue by source consisted of the following for the years ended December 31, 2025 and 2024:
| Schedule of revenue by source | ||||||||
| Years Ended | ||||||||
| 2025 | 2024 | |||||||
| Products | $ | $ | ||||||
| Services | ||||||||
| Total revenue | $ | $ | ||||||
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 | ||||||||
| Years Ended | ||||||||
| 2025 | 2024 | |||||||
| North America | $ | $ | ||||||
| United Kingdom | ||||||||
| Rest of world | ||||||||
| Total revenue | $ | $ | ||||||
| F-18 |
Contracts
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.
Performance Obligations
A performance obligation is a contractual promise to transfer a distinct good or service to the customer and is the unit of account under Accounting Standards Codification (“ASC”) Topic 606. The transaction price of a contract is allocated to distinct performance obligations and recognized as revenue when or as the performance obligations are satisfied. The Company’s contracts often require significant integrated services and, even when delivering multiple distinct services, are generally accounted for as a single performance obligation. Contract amendments and change orders are generally not distinct from the existing contract due to the significant integrated service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. The majority of the Company’s performance 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. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts, which could change the amount of revenue and profit recognition in a given period depending upon the outcome of the evaluation.
As of December 31, 2025, the Company had backlog of approximately $0. During the year ended December 31, 2025, there was approximately $0 in revenue recognized pertaining to any backlog.
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. Sometimes the Company receives advances payments from our customers before revenue is recognized, resulting in deferred revenue, which is accounted for as a contract liability.
Contract assets in the consolidated balance sheets represents costs and estimated earnings in excess of billings, which arise when revenue has been recorded but the amount has not been billed.
| F-19 |
Contract assets and liabilities
on December 31, 2025 are $
| Schedule of roll forward of contract liabilities | ||||
| Total | ||||
| Balance at December 31, 2023 | $ | |||
| Additions through advance billings to or payments from vendors | ||||
| Revenue recognized from current period advance billings to or payments from vendors | ||||
| Balance at December 31, 2024 | ||||
| Deconsolidation | ||||
| Balance at December 31, 2025 | $ | |||
Variable Consideration
Transaction pricing for the Company’s contracts may include variable consideration, such as unapproved change orders, claims, incentives and liquidated damages. Management estimates variable consideration for a performance obligation utilizing estimation methods that best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
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:
| Schedule of accounts receivable | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: Allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
NOTE 7 – PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| Schedule of property and equipment | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Property and equipment | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Property and equipment at cost | ||||||||
| Less - accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expenses was $
| F-20 |
NOTE 8 - GOODWILL AND INTANGIBLE ASSETS
Goodwill
The following is a summary of activity of goodwill for the years ended December 31, 2025 and 2024:
| Schedule of goodwill activity | ||||
| Goodwill | ||||
| Balances at December 31, 2024 | $ | |||
| Acquisition | ( | ) | ||
| Foreign exchange translation | ||||
| Balances at December 31, 2025 | $ | |||
Amortization
expense was $
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. and foreign patents on its intrusion detection technology, which expire in calendar years 2027 through 2034 (depending on the payment 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 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 $
| F-21 |
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 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 | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Patents | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Patents, net | $ | $ | ||||||
Future expected amortization of patents is as follows:
As of December 31,
| Schedule of future expected amortization of patents | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| 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. The Company has
During the year ended December
31, 2025, the Company contributed $
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 | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Total accounts payable and accrued expenses | $ | $ | ||||||
| F-22 |
NOTE 11 – DEBT
Convertible Notes
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. 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, 2025 and 2024.
In 2023 management determined the expected volatility of
As of December 31,
2025 and, 2024, there was $
The summary of promissory notes are:
| Schedule of convertible notes | ||||||||
| 2025 | 2024 | |||||||
| Principal Outstanding | $ | $ | ||||||
| Less: unamortized debt discount | ( | ) | ( | ) | ||||
| Promissory notes, net | $ | $ | ||||||
During the years ended
December 31, 2025 and 2024, change in fair value of the derivative liability was $(
| Schedule of derivative liability | |||||
| Derivative Liability | |||||
| Balances at December 31, 2024 | $ | ( | ) | ||
| Loss on issuance of debt | |||||
| Issuance of convertible note - 1800 Diagonal Lending | |||||
| Change in fair value | ( | ) | |||
| EMA settlement | |||||
| Balances at December 31, 2025 | $ | ( | ) | ||
| F-23 |
Notes Payable
On September 5, 2025 the Company entered into a promissory
note for a principal of $
On November 24, 2025, the
Company entered into a promissory note for a principal of $
On December 3, 2025, the Company
entered into a promissory note for a principal of $
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 loans bear interest with varying rates up to 9.25% per annum. The following is a summary of the loans payable at December 31, 2025 and 2024:
| Schedule of loans payable | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| RI - line of credit | $ | $ | ||||||
| RI - Short-term loans | ||||||||
| WS - line of credit | ||||||||
| WS - Short-term loans | ||||||||
| OPT – Optilan Communications & Security Ltd | ||||||||
| Optlian India – Director loans | ||||||||
| Loans payable, current | $ | $ | ||||||
| RI - SBA EIDL | $ | $ | ||||||
| RI - long-term loans | ||||||||
| WS - SBA EIDL | ||||||||
| WS - long-term loans | ||||||||
| 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
DPTI issued a convertible Debenture to the University (see Note 1) in exchange for the Patents assigned to the Company, in the amount of Canadian $1,500,000, or US $1,491,923 on December 16, 2010, the date of the Debenture. On April 24, 2017 DPTI issued a replacement secured term Debenture in the same CAD 1,500,000 amount as the original Debenture. The interest rate is the Bank of Canada Prime overnight rate plus 1% per annum. The Debenture had an initial required payment of CAD 42,000 (US$33,385) due on April 24, 2018 for reimbursement to the University of its research and development costs, and this has been paid. Interest-only maintenance payments are due annually starting after April 24, 2018. Payment of the principal begins on the earlier of (a) three years following two consecutive quarters of positive earnings before interest, taxes, depreciation and amortization, (b) six years from April 24, 2017, or (c) in the event DPTI fails to raise defined capital amounts or secure defined contract amounts by April 24 in the years 2018, 2019, and 2020. The Company has raised funds in excess of the amount required for 2020, 2019 and 2018. Beginning in 2023, The principal repayment amounts will be due quarterly over a six-year period in the amount of Canadian Dollars 62,500. Based on the exchange rate between the Canadian Dollar and the U.S. Dollar on December 31, 2018, the quarterly principal repayment amounts will be US$48,447. The Debenture is secured by the Patents assigned by the University to DPTI by an Assignment Agreement on December 16, 2010. DPTI has pledged the Patents, and granted a lien on them pursuant to an Escrow Agreement dated April 24, 2017, between DPTI and the University.
| F-24 |
The Debenture was initially recorded at the $1,491,923 equivalent US Dollar amount of Canadian 1,500,000 as of December 16, 2010, the date of the original Debenture. The liability is being adjusted quarterly based on the current exchange value of the Canadian dollar to the US dollar at the end of each quarter. The adjustment is recorded as unrealized gain or loss in the change of the value of the two currencies during the quarter. The Debenture also includes a provision requiring DPTI to pay the University a 2% royalty on sales of any and all products or services which incorporate the Patents for a period of five years from April 24, 2018. To date, no royalties have been paid.
For the years ended December 31, 2025
and 2024, the Company recorded interest expense of $
As of December 31, 2025, and December
31, 2024, the outstanding balance of the debenture liability totaled $
Future minimum required payments over the next five years and thereafter are as follows:
Period ending December 31,
| Schedule of future minimum required payments | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2025 | ||||
| Total | $ |
NOTE 13 – LEASES
The following was included in our balance sheet as of December 31, 2025 and 2024:
| Schedule of operating lease | ||||||||
| December 31, | ||||||||
| Operating leases | 2025 | 2024 | ||||||
| Assets | ||||||||
| ROU operating lease assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current portion of operating lease | ||||||||
| Operating lease, net of current portion | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
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 | ||||||||
| December 31, | ||||||||
| Operating leases | 2025 | 2024 | ||||||
| Weighted average remaining lease term (years) | ||||||||
Weighted average discount rate | % | % | ||||||
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.
| F-25 |
NOTE 14 – STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock
In accordance with the Company’s
bylaws, the Company has authorized a total of
Common Stock
In accordance with the Company’s
bylaws, the Company has authorized a total of
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.
| Schedule of equity financing agreement | |||||||||||||||
| Date of Put | Number of Common Shares Issued | Total Proceeds, Net of Discounts | Effective Price per Share | Net Proceeds | |||||||||||
| 1/12/2023 | $ | $ | $ | ||||||||||||
| 1/17/2023* | $ | ||||||||||||||
| 1/24/2023 | $ | ||||||||||||||
| 2/3/2023 | $ | ||||||||||||||
| 2/17/2023 | $ | ||||||||||||||
| 3/1/2023 | $ | ||||||||||||||
| 3/16/2023 | $ | ||||||||||||||
| 3/30/2023 | $ | ||||||||||||||
| 4/11/2023 | $ | ||||||||||||||
| 4/28/2023 | $ | ||||||||||||||
| 6/26/2023 | $ | ||||||||||||||
| 7/3/2023 | $ | ||||||||||||||
| 7/10/2023 | $ | ||||||||||||||
| 9/5/2023* | $ | ||||||||||||||
| 11/7/2023* | $ | ||||||||||||||
| 11/8/2023* | $ | ||||||||||||||
| 11/14/2023 | $ | ||||||||||||||
| 11/22/2023 | $ | ||||||||||||||
| 11/29/2023* | $ | ||||||||||||||
| 11/30/2023* | $ | ||||||||||||||
| 12/1/2023* | $ | ||||||||||||||
| 12/1/2023 | $ | ||||||||||||||
| 12/11/2023 | $ | ||||||||||||||
| 12/27/2023 | $ | ||||||||||||||
| 1/8/2024 | $ | ||||||||||||||
| 2/29/2024 | $ | ||||||||||||||
| 8/19/2024 | $ | ||||||||||||||
| $ | $ | ||||||||||||||
| F-26 |
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 $
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.
| Date of Put | Number of Common Shares Issued | Total Proceeds, Net of Discounts | Effective Price per Share | Net Proceeds | |||||||||||
| 1/6/2025 | $ | $ | $ | ||||||||||||
| 1/14/2025 | $ | ||||||||||||||
| 1/24/2025 | $ | ||||||||||||||
| 1/30/2025 | $ | ||||||||||||||
| 2/7/2025 | $ | ||||||||||||||
| 2/18/2025 | $ | ||||||||||||||
| 2/28/2025 | $ | ||||||||||||||
| 3/10/2025 | $ | ||||||||||||||
| 3/18/2025 | $ | ||||||||||||||
| 3/28/2025 | $ | ||||||||||||||
| 4/4/2025 | $ | ||||||||||||||
| 4/14/2025 | $ | ||||||||||||||
| 4/23/2025 | $ | ||||||||||||||
| 5/1/2025 | $ | ||||||||||||||
| 5/9/2025 | $ | ||||||||||||||
| 5/21/2025 | $ | ||||||||||||||
| 5/30/2025 | $ | ||||||||||||||
| 6/10/2025 | $ | ||||||||||||||
| 6/20/2025 | $ | ||||||||||||||
| 7/2/2025 | $ | ||||||||||||||
| 7/21/2025 | $ | ||||||||||||||
| 8/22/2025 | $ | ||||||||||||||
| 9/4/2025 | $ | ||||||||||||||
| 9/12/2025 | $ | ||||||||||||||
| 9/23/2025 | $ | ||||||||||||||
| 10/1/2025 | $ | ||||||||||||||
| 10/10/2025 | $ | ||||||||||||||
| 10/28/2025 | $ | ||||||||||||||
| 11/11/2025 | $ | ||||||||||||||
| 11/28/2025 | $ | ||||||||||||||
| 12/9/2025 | $ | ||||||||||||||
| 12/18/2025 | $ | ||||||||||||||
| $ | $ | ||||||||||||||
| F-27 |
Stock Options
As of December 31, 2025 and 2024, the
Company had
NOTE 15 – INCOME TAXES
The domestic and foreign components of loss before (benefit) provision for income taxes were as follows:
| Schedule of provision for income taxes | ||||||||
| 2025 | 2024 | |||||||
| Domestic: | $ | ( | ) | $ | ( | ) | ||
| Foreign: | ( | ) | ( | ) | ||||
| Total income (loss) before income taxes | $ | ( | ) | $ | ( | ) | ||
Provision for Income Taxes
Income tax expense (benefit) consisted of the following:
| Current: | ||||
| Federal | $ | |||
| State | ||||
| Foreign | ||||
| Total Current | ||||
| Deferred: | ||||
| Federal | $ | |||
| State | ||||
| Foreign | ( | ) | ||
| 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.
| F-28 |
Effective Tax Rate Reconciliation
The reconciliation of income taxes computed at the U.S. federal statutory rate to the reported income tax provision is as follows:
| Schedule effective income tax reconciliation | ||||||||
| Amount | % of Pretax Income | |||||||
Tax benefit at 21% (statutory rate) | $ | ( | ) | - | % | |||
State taxes, net of federal benefit | (– | ) | % | |||||
| Foreign rate differential | (– | ) | % | |||||
Valuation allowance | % | |||||||
| Other | % | |||||||
| 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 $
| · | U.S. federal NOLs may be carried forward indefinitely. | |
| · | Utilization is limited to 80% of taxable income in future periods | |
| · | The 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
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.
| F-29 |
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, 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. authorities.
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
Legal Matters
Carebourn Capital, L.P. v. DarkPulse, Inc.
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. DarkPulse, Inc. et al
On or about June 29, 2021, More Capital, LLC (“More”) commenced an action against the Company in Minnesota State Court. More alleged that the Company was in breach of a certain securities purchase agreement and convertible promissory note sold to More on or about August 20, 2018. 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.
Carebourn Capital et al v. 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.
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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.
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. v. FirstFire Global Opportunities Fund, LLC, et al
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 of New York.
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 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, LLC, et al
On or about September 23, 2022, the Company, Social Life Network, Inc. and Redhawk Holdings Corp. (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”).
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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 decision.
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
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, 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; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and 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 parties might be prevented from fully pursuing its own separate interests. 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 business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
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During the years ended December
31, 2025 and 2024, certain executives of the Company received $
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 $
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. The
loan is unsecured, non-interest bearing and due on demand. As of both years ended 2025 and 2024, the outstanding balance was $
NOTE 19 – SUBSEQUENT EVENTS
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 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.
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