Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2025. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

Critical Accounting Policies

The following discussions are based upon our consolidated financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the United States.

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.

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.

In determining the fair value of the reporting unit, management estimated the price that would be received to sell the reporting unit as a whole in an orderly transaction between market participants at the measurement date. This includes reviewing market comparables such as revenue multipliers and assigning certain assets and liabilities to the reporting units, such as the respective working capital deficits of each entity and debt obligations that would need to be assumed by a market participant buyer in an orderly transaction. The Company calculated the carrying amounts of the reporting unit by utilizing the entities' assets and liabilities at March 31, 2026, including the carrying value of the identifiable intangible assets and goodwill assigned to the respective reporting unit.

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 were primarily generated from our TJM subsidiaries are now generated from the Company's subsidiary Optilan India Pvt Ltd. 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.

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 output 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.

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.

Business Overview

DarkPulse, Inc., a Delaware corporation (the "Company" or "DarkPulse"), is a technology focused on the manufacture, sale, installation, and monitoring of laser sensing systems based on its patented BOTDA dark-pulse sensor technology. The Company develops, markets, and distributes a full suite of engineering, monitoring, installation and security management solutions for critical infrastructure/key resources to both industries and governments. Coupled with our patented BOTDA technology, DarkPulse provides its customers a comprehensive data stream of critical metrics for assessing the health and security of their infrastructure. Our systems provide rapid, precise analysis and responsive activities predetermined by the end-user customer. The Company's activities since inception have consisted of developing various solutions, obtaining patents and trademarks related to its technology, raising capital, acquisition of companies deemed to expand global operations and/or capabilities, creating key partnerships to expand our suite of products and services. Our activities have evolved to a sales-focused mission since the successful completion of our BOTDA system.

Headquartered in Scottsdale, Arizona, DarkPulse is a globally-based technology company with presence through its subsidiaries in the United States, Canada, India, Turkey, and the United Arab Emirates. In addition to the Company's BOTDA systems, through a series of strategic acquisitions the Company offers the manufacture, sale, installation, and monitoring of laser sensing systems, oil and gas pipeline leak detection, physical security services, telecommunications and satellite communications services, artificial intelligence-based camera systems, railway monitoring services, drone and rover systems, and Big Data as a Service ("BDaaS"). The Company is focused on expanding services through acquisitions and partnerships to address global infrastructure and critical environmental resource challenges.

DarkPulse offers a full suite of engineering and environmental solutions that provide safety and security infrastructure projects. The sensing and monitoring capabilities offered by DarkPulse operate in the air, land, sea. We believe 0ur patented technology provides rapid, precise analysis to protect and safeguard oil and gas pipelines above or below ground, physical security countermeasures, mining operations, and other critical infrastructure/key resources subject to vulnerability or risk. Our patented dark-pulse based BOTDA distributed fiber sensing system is best in class. We are able to monitor areas in around critical infrastructure buried or above ground including pipelines 100km or more in length and/ or localized pipes as small as eight CM DIA, detecting internal anomalies before catastrophic failure. We are developing an intelligent rock bolt to prevent causalities and fatalities in mining operations and include a real time sensor system that can detect the location and movement of personnel and equipment throughout a mining operation. We monitor airflow, air quality, temperature, seismic events, etc. Our sensors cover extended areas, protecting an area from intrusion by detecting events at any location along the sensing cable. Working safely every day is our first core value and employees at DarkPulse and our subsidiary companies are recognized experts in their fields, providing comprehensive services for all our clients' needs.

Our Subsidiaries

Our subsidiaries consist of: DarkPulse UK Ltd,, a company headquartered in, United Kingdom, DarkPulse Technologies FZCO whose focus is in engineering, telecommunications, energy, rail, critical network infrastructure, pipeline integrity systems, renewables and security; Optilan India, PVT Ltd. located in Kilpauk, Chennai India and Optilan Communication & Security Systems, Ltd located in Ankara, Turkey which provides project engineering & design, system provisioning and contract bid services globally and throughout Europe. TerraData Unmanned, PLLC, a company headquartered in Florida who custom manufactures NDAA compliant drones and unmanned ground crawlers to meet the needs of its customers.

Current Operations

As a result of the liquidation of Optilan, UK Ltd our current operations now include: DarkPulse, Inc., based in Scottsdale, Arizona; DarkPulse Technologies FZCO in Dubai, UAE; ; Terradata Unmanned PLLC, based in Florida; Optilan India Pvt Ltd based in Navi-Mumbai and Optilan Communications & Security Systems Ltd, based in Ankara Turkey. 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. DarkPulse Manufacturing Inc. (formerly TJM Electronics West, Inc.) is no longer providing products or services as a result of those products and services now being contracted through Sanmina Corp (NASDAQ: SANM).

We have recently completed development activities of our Gen. 3 dark-pulse BOTDA system and are pending a Purchase Order issuance to our contract manufacturer Sanmina Corp for full manufacturing of our patented BOTDA sensor system hardware. We currently expect to submit a Purchase Order to Sanmina Corp during Q2 2026, subject to the availability of sufficient working capital, completion of final engineering specifications, and other conditions. There can be no assurance that we will submit such Purchase Order on the anticipated timeline, or at all. This expectation constitutes a forward-looking statement subject to the cautionary factors described herein. We base our claims related to the technologies capabilities from both experimental data obtained during the creation of the patent as well as real world POC deployments beginning in 2009 with most recent deployment in 2021. There are also papers submitted and published via IEEE and available online. The system components include: patented hardware containing various electronic components and lasers, proprietary software utilized to collect analog data and convert that data to digital data, and a user interface utilizing proprietary software as well as Unity game engine for the VR capability component of the User Interface. Deployment of the system begins with engineering design based on Scope requirements and installation environment. Fiber optic cable is then installed into the medium to be monitored. The system is then provisioned remotely by optical engineers.

Our business model, as it relates to hardware sales, is "Just in Time" and maintaining a very low inventory. Projects require several weeks of installation, design, and engineering followed by the installation of fiber optic cables. The average time required to build hardware units is less than the time needed for the engineering and fiber installation process. To date, we have yet to sell our patented BOTDA dark-pulse sensor system and we have built two units for demonstration of the system to potential customers. We are now able to sell our patented technology and related services. We currently have no commitments to buy our units.

On April 28, 2023 we entered an Equity Financing Agreement, which was superseded by the Amended Equity Financing Agreement dated June 13, 2023, which was then superseded by the Second Amended Equity Financing Agreement dated July 10, 2023, which was then superseded by the Third Amended Equity Financing Agreement dated August 14, 2024, as further amended by Amendment No. 1 to the Third Amended Equity Financing Agreement dated July 21, 2025 (as so amended, the "EFA"), and the Amended and Restated Registration Rights Agreement dated July 9, 2025 (the "Registration Rights Agreement"), with GHS Investments LLC ("GHS"), pursuant to which GHS agreed to purchase up to $30,000,000 in shares of our Common Stock, from time to time over the course of 30 months after effectiveness of a registration statement on Form S-1 of the underlying shares of Common Stock.

The Registration Rights Agreement provides that we shall (i) use our best efforts to file with the SEC a registration statement within 15 days of the date of the Registration Rights Agreement; and (ii) have the registration statement declared effective by the SEC within 30 days after the date the registration statement is filed with the SEC, but in no event more than 90 days after the registration statement is filed.

Below is a table of all puts made by the Company under the EFA during the year ended December 31, 2025:

Date of Put		Number of Common Shares Issued				Total Proceeds, Net of Discounts ($)				Effective Price per Share ($)		Net Proceeds ($)
1/6/2025			183,202				23,450			0.000640			20,783
1/14/2025			256,077				32,778			0.000640			29,458
1/24/2025			395,308				50,619			0.000640			46,050
1/30/2025			695,043				55,603			0.000400			50,686
2/7/2025			622,323				49,786			0.000399			45,276
2/18/2025			657,228				42,063			0.000320			38,093
2/28/2025			710,373				34,098			0.000240			30,686
3/10/2025			663,499				31,848			0.000240			25,594
3/18/2025			1,122,820				53,895			0.000240			40,098
3/28/2025			1,019,222				65,230			0.000240			59,364
4/4/2025			653,076				41,797			0.000320			37,846
4/14/2025			895,072				42,963			0.000240			38,931
4/23/2025			906,671				58,027			0.000320			52,940
5/1/2025			1,126,922				46,844			0.000249			42,540
5/9/2025			941,402				43,273			0.000190			39,219
5/21/2025			949,987				30,400			0.000160			27,247
5/30/2025			1,127,583				36,083			0.000160			32,532
6/10/2025			1,130,457				54,262			0.000240			49,439
6/20/2025			917,188				44,025			0.000236			36,912
7/2/2025			1,157,985				37,055			0.000160			30,744
7/21/2025			1,368,561				43,793			0.000160			37,732
8/22/2025			426,994				13,664			0.000160			11,067
9/4/2025			537,621				17,204			0.000160			14,200
9/12/2025			428,311				13,706			0.000160			9,939
9/23/2025			552,036				17,665			0.000149			13,106
10/1/2025			572,888				18,333			0.000160			13,640
10/10/2025			576,942				18,462			0.000160			13,744
10/28/2025			959,040				17,570			0.018320			15,213
11/11/2025			952,716				12,576			0.013200			10,648
11/28/2025			1,053,329				10,449			0.009920			8,624
12/9/2025			1,677,132				50,582			0.030160			45,909
12/18/2025			1,246,067				24,822			0.019920			22,006
Total			26,498,067				1,132,925						993,542

Below is a table of all puts made by the Company under the EFA during the quarter ended March 31, 2026:

Date of Put		Number of Common Shares Issued				Total Proceeds, Net of Discounts				Effective Price per Share				Net Proceeds
1/2/26			1,109,837			$	17,135			$	0.015440			$	14,879
1/12/26			993,358			$	19,151			$	0.019280			$	16,757
1/21/26			1,081,493			$	17,518			$	0.017200			$	15,237
1/29/26			921,406			$	17,838			$	0.019360			$	15,538
2/9/26			1,172,568			$	19,136			$	0.016320			$	16,226
2/20/26			890,303			$	12,108			$	0.013600			$	9,698
3/9/26			876,614			$	10,379			$	0.011840			$	8,096
3/17/26			1,998,326			$	20,622			$	0.010320			$	17,605
			9,043,905			$	133,887							$	114,036

Going Concern Uncertainty

As shown in the accompanying financial statements, we generated net losses of $245,958 and $270,344 for the three-months ended March 31, 2026 and 2025, respectively, and net cash (used in) in operating activities of $(340,593) and $78,774, respectively. As of March 31, 2026, the Company's current liabilities exceeded its current assets by $19,692,440 and has an accumulated deficit of $74,471,258. As of March 31, 2026, the Company had $53,371 of cash. The Optilan (UK) Limited liquidation is ongoing; the Company is an unsecured creditor with approximately $19.4 million in intercompany payables due from Optilan (UK), which have been fully impaired. There can be no assurance that the Company will recover any portion of these amounts.

We will require additional funding to finance the growth of our operations and achieve our strategic objectives. These factors, as relative to capital raising activities, create substantial doubt as to our ability to continue as a going concern. We are seeking to raise additional capital and are targeting strategic partners in an effort to accelerate the sales and marketing of our products and begin generating revenues. Our ability to continue as a going concern is dependent upon the success of future capital offerings or alternative financing arrangements, expansion of our operations and generating sales. The accompanying financial statements do not include any adjustments that might be necessary should we 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; however, management cannot make any assurances that such financing will be secured.

Foreign Currency Risk

In general, the Company is a net receiver of currencies other than the U.S. dollar. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, will negatively affect the Company's net sales and gross margins as expressed in U.S. dollars. There is a risk that the Company will have to adjust local currency product pricing due to competitive pressures when there has been significant volatility in foreign currency exchange rates.

Results of Operations

For the Three-Months Ended March 31, 2026 and 2025

Revenues

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 subsidiary Optilan India Pvt Ltd and TerraData Unmanned, PLLC.

The Company's future revenues will be derived from the following, among other things.

·

promote adoption if our patented technology through agency and distribution agreements;

·

cross-selling existing customer with products from other subsidiaries;

·

provide a wide array of diverse services, including enhanced or additional services that may become available in the future due to, among other things, advances in technology or improvements in our infrastructure;

·

pursue acquisitions of additional assets, in each case if available at attractive prices; and

·

market our products and services to new customers.

While 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, the Company also maintains multiple contracts for future material revenues, including part of framework contracts that will be recognized during future reporting periods.

For the three-months ended March 31, 2026, total revenues were $18,518 compared to $141,018 for the three-months ended March 31, 2025, a decrease] of $122,500. The decrease was due to lower revenues from Optilan India. The breakdown of revenues by entity for the three-months ended March 31, 2026 and 2025 is as follows:

		Three-Months Ended March 31
		2026				2025
Optilan
Wildlife
TJM
Remote Intelligence
TerraData		$	2,700			$	14,200
DarkPulse
Optilan India			15,818				126,818
		$	18,518			$	141,018

Cost of Revenues and Gross Margin

For the three-months ended March 31, 2026, cost of revenues was $10,771 compared to $103,917 for the three-months ended March 31, 2025, a decrease of $93,146. The decrease was attributable to lower revenue generation from Optilan India.

Gross profit for the three-months ended March 31, 2026 was $7,747 with a gross profit of 42% compared to $37,101 for the three-months ended March 31, 2025 with a gross profit of 26%.

Operating Expenses

Selling, general and administrative expenses for the three-months ended March 31, 2026 decreased by $17,694 to $127,131 from $144,825 for the three-months ended March 31, 2025.

Salaries, wages and payroll taxes for the three-months ended March 31, 2026 decreased to $226,251from $237,005 for the three-months ended March 31, 2025. The decrease was a result of a cumulative accrual adjustment.

Professional fees for the three-months ended March 31, 2026 decreased by $16,369 to $30,904 from $47,237 for the three-months ended March 31, 2025. The decrease is attributable to reduced legal and consulting fees

Depreciation and amortization for the three-months ended March 31, 2026 decreased to $12,757 from $30,011 for the three-months ended March 31, 2025. The decrease is a result of disposition of certain assets.

Other Income (Expense)

For the three-months ended March 31, 2026, we had other income of $147,572 compared to $151,669 during the three-months ended March 31, 2025. The variance is attributable to lower interest expense, change in fair market of derivatives and a gain on exceptional costs.

Net Loss from Continuing Operations

As a result of the above, we reported a net loss of continuing operations of $245,958 and $270,344 for the three-months ended March 31, 2026 and 2025, respectively.

Liquidity and Capital Resources

We require working capital to fund the continued development and commercialization of our proprietary fiber optic sensing devices, and for operating expenses. During the three-months ended March 31, 2026, we had $135,222 in cash proceeds from our equity financings compared to $439,370 in the three-months ended March 31, 2025.

As of March 31, 2026, we had cash of $53,371 compared to $107,785 as of March 31, 2025. We currently do not have sufficient cash to fund our operations for the next 12 months and we will require working capital to complete development, testing and marketing of our products and to pay for ongoing operating expenses. We anticipate adding consultants for technology development and the corresponding operations of the Company, but this will not occur prior to obtaining additional capital. Management is currently in the process of looking for additional investors. Currently, loans from banks or other lending sources for lines of credit or similar short-term borrowings are not available to us. As of March 31, 2026, our current liabilities exceeded our current assets by $19,692,440.

Several of our significant operating subsidiaries have borrowed funds from DarkPulse. The terms of the instruments governing the indebtedness of these borrowers or borrowing groups may restrict our ability to access their accumulated cash. In addition, our ability to access the liquidity of these and other subsidiaries may be limited by tax, legal and other considerations.

Our executive officers and our Board of Directors review our sources and potential uses of cash in connection with our annual budgeting process and whenever circumstances warrant. Generally speaking, our principal funding source is cash from financing activities, and our principal cash requirements include loans to our operating subsidiaries, operating expenses, and capital expenditures.

Cash Flows from Operating Activities

During the three-months ended March 31, 2026, net cash used in operating activities was $340,593 resulting from our net loss of $245,958, partially offset by non-cash charges of ($83,658). In 2025, we had net cash provided in operating activities of $78,774 resulting from our net loss of $270,344, partially offset by non-cash charges of $236,326 primarily driven by our gain on forgiveness of debt and termination of lease.

Cash Flows from Investing Activities

During the three-months ended March 31, 2026, we had net cash provided/(used) in investing activities of $0.

During the three-months ended March 31, 2025, we had net cash provided in investing activities of $19,675.

Cash Flows from Financing Activities

During the three-months ended March 31, 2026, net cash provided by financing activities was $111,880 which was primarily comprised of proceeds from the issuance of common stock of $135,222 and proceeds from convertible notes $50,000, offset by repayments of loans payable.

During the three-months ended March 31, 2025, net cash provided by financing activities was $318,481 which was primarily comprised of proceeds from the issuance of common stock of $439,370 offset by repayments of loans payable.

Factors That May Affect Future Results

Management's Discussion and Analysis contains information based on management's beliefs and forward-looking statements that involve a number of risks, uncertainties, and assumptions. There can be no assurance that actual results will not differ materially

from the forward-looking statements as a result of various factors, including but not limited to, our ability to obtain the equity funding or borrowings necessary to market and launch our products, our ability to successfully serially produce and market our products; our success establishing and maintaining collaborative licensing and supplier arrangements; the acceptance of our products by customers; our continued ability to pay operating costs; our ability to meet demand for our products; the amount and nature of competition from our competitors; the effects of technological changes on products and product demand; and our ability to successfully adapt to market forces and technological demands of our customers.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.

Recent Accounting Pronouncements

In November 2024 the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income (Subtopic 2220-40) which intends to improve the disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

In November 2024 the FASB issued ASU 2024-04 Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments to improve and clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

In March 2024 the FASB issued ASU 2024-01, Compensation - Stock Compensation Topic (718) contains amendments by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718- 10-15-3 to determine whether profits interest and similar awards improve the understandability of paragraph 718-10-15-3 apply to all entities that enter into share-based payment transactions.

In March 2024 the FASB issued ASU 2024-02 Codification Improvements which contains amendments to the Codification that remove references to various FASB Concepts Statements. The Board has a standing project on its agenda to address suggestions received from stakeholders on the Accounting Standards Codification and other incremental improvements to generally accepted accounting principles (GAAP). This effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The resulting amendments are referred to as Codification improvements.