DarkPulse, Inc. Issues Amended 10-K/A: Key Financial and Audit Corrections

Overview

DarkPulse, Inc. has filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment was submitted to correct critical errors in the Report of Independent Registered Public Accounting Firm, specifically in the Going Concern paragraph, following identification of discrepancies by the auditor, Boladale Lawal & Co. (PCAOB ID 6993). The corrections are significant, as they affect headline financial figures and the Company’s outlook.

Key Corrections and Financial Highlights

• Accumulated Deficit: Previously reported as \$(74,087,829), now corrected to \$(74,226,493).
• Net Loss: Previously reported as \$(1,731,056), now corrected to \$(2,925,582) for FY 2025.
• Negative Working Capital: Previously reported as \$(19,637,276), now corrected to \$(19,721,196).
• Shares Outstanding: As of April 14, 2026, the Company had 117,202,627 shares of common stock outstanding (\$0.0001 par value).

Audit Report: Material Issues for Investors

The corrected Audit Report highlights several price-sensitive matters:

• Going Concern Doubt: The Company is dependent on obtaining additional working capital through sale of equity and/or debt securities to continue operations. These conditions raise substantial doubt about DarkPulse’s ability to continue as a going concern. There are no adjustments in the financial statements to account for this uncertainty.
• Critical Audit Matters:
  • Impairment of Accounts Receivable: Management conducted impairment assessments on long-outstanding receivables, with write-downs recorded for unrecoverable amounts. The auditor’s procedures included testing aging reports, challenging management’s assumptions, and obtaining confirmations.
  • Embedded Derivative Liabilities: The Company issued promissory notes with complex accounting for embedded derivatives. The auditor performed detailed reviews of valuation models, bifurcation requirements, and tested the accuracy of fair value calculations.

Financial Statement Highlights

• Total Assets: \$1,367,930 as of December 31, 2025 (down from \$2,788,299 in 2024).
• Total Stockholders’ Deficit: \$(19,520,158) as of December 31, 2025, indicating a worsening deficit.
• Net Loss: \$(2,925,582) for 2025, compared to \$(3,893,859) in 2024.
• Comprehensive Loss: \$(3,697,618) for 2025, \$(4,267,588) for 2024.
• Common Stock to Be Issued: \$1,950,123 as of December 31, 2025 (down from \$2,464,519 in 2024).
• Additional Paid-in Capital: \$53,898,122 in 2025 (up from \$52,213,244 in 2024).
• Non-Controlling Interests: \$1,248,238 in 2025 (up from \$1,222,941 in 2024).

Regulatory and Disclosure Notes

• Reporting Status: DarkPulse is not a well-known seasoned issuer and is classified as a non-accelerated filer and a smaller reporting company. It is not an emerging growth company or a shell company.
• Internal Controls: The Company has not filed a report or attestation to its management’s assessment of internal control effectiveness under Section 404(b) of Sarbanes-Oxley.
• No Error Correction Restatements: The amendment does not reflect events after the original filing date or modify other disclosures/financial statements.
• New Certifications: Amended certifications under Sections 302 and 906 of Sarbanes-Oxley Act were filed with this amendment.

Potential Price-Sensitive Issues for Shareholders

• Going Concern Doubt: The explicit statement of substantial doubt about the Company’s ability to continue without external funding is a major risk factor for investors and could impact share price significantly.
• Correction of Key Financials: The correction of net loss, accumulated deficit, and working capital signals deeper financial stress than previously reported. This may affect investor sentiment and valuation.
• High Stockholders’ Deficit: The Company’s continued and increasing deficit may affect its ability to raise capital and attract institutional investors.
• Audit Focus on Receivables and Derivatives: The materiality of these audit issues indicates ongoing operational and financial complexities.

Conclusion

Investors should carefully review these corrections and disclosures. The amended report reveals deeper financial challenges and heightened risk, particularly concerning the Company’s ability to continue as a going concern, and provides more clarity regarding audit focus areas. These issues are highly material and may significantly influence future share price and investor decisions.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult professional advisors before making any investment decisions. The information is based on the latest SEC filing as of the document date and may not reflect subsequent developments.

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