Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2021 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 000-18730 | |||
Entity Registrant Name | DarkPulse, Inc. | |||
Entity Central Index Key | 0000866439 | |||
Entity Tax Identification Number | 87-0472109 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Address, Address Line One | 1345 Ave of the Americas | |||
Entity Address, Address Line Two | 2nd Floor | |||
Entity Address, City or Town | New York | |||
Entity Address, State or Province | NY | |||
Entity Address, Postal Zip Code | 10105 | |||
City Area Code | (800) | |||
Local Phone Number | 436-1436 | |||
Title of 12(g) Security | Common Stock, par value $0.0001 per share | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | No | |||
Entity Interactive Data Current | No | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 413,587,367 | |||
Entity Common Stock, Shares Outstanding | 5,379,471,416 | |||
Auditor Firm ID | 1013 | 6285 | ||
Auditor Name | Urish Popeck & Co., LLC | Boyle CPA, LLC | ||
Auditor Location | Pittsburgh, PA | Bayville, NJ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 3,658,846 | $ 337 |
Accounts receivable, net | 4,223,990 | 0 |
Inventory | 865,019 | 0 |
Unbilled revenue | 497,773 | 0 |
Other current assets | 181,000 | 0 |
TOTAL CURRENT ASSETS | 9,426,628 | 337 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 2,370,711 | 0 |
Operating lease right-of-use assets | 2,038,106 | 0 |
Patents, net | 342,962 | 393,990 |
Intangible assets | 3,886,588 | 0 |
Goodwill | 17,088,501 | 0 |
Other assets, net | 282,884 | 91,464 |
TOTAL NON-CURRENT ASSETS | 26,009,752 | 485,454 |
TOTAL ASSETS | 35,436,380 | 485,791 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 7,844,271 | 1,089,869 |
Convertible notes, net of discount $0 and $35,525 respectively | 378,263 | 931,158 |
Notes payable | 2,000,000 | 0 |
Customer deposits | 2,802,809 | 0 |
Derivative liability | 533,753 | 1,220,877 |
Contract liabilities | 3,216,562 | 0 |
Operating lease liabilities - current | 747,422 | 0 |
Other current liabilities | 2,024,433 | 0 |
TOTAL CURRENT LIABILITIES | 19,547,513 | 3,241,904 |
NON-CURRENT LIABILITIES: | ||
Secured debenture | 1,172,364 | 1,176,092 |
Operating lease liabilities – non-current | 2,474,530 | 0 |
Other liabilities – non-current | 676,331 | 0 |
TOTAL NON-CURRENT LIABILITIES | 4,323,225 | 1,176,092 |
TOTAL LIABILITIES | 23,870,738 | 4,417,996 |
Commitments and contingencies | ||
STOCKHOLDERS’ DEFICIT: | ||
Convertible preferred stock - Class D (par value $0.01; 100,000 shares authorized; 88,235 issued and outstanding at December 31, 2021 and, 2020, respectively) | 883 | 883 |
Common stock (par value $0.0001), 20,000,000,000 shares authorized, 5,197,821,885 and 4,088,762,151 shares issued and outstanding at December 31, 2021 and, 2020, respectively | 519,782 | 408,876 |
Treasury stock, 100,000 shares at December 31, 2021 and 2020 | (1,000) | (1,000) |
Paid-in capital in excess of par value | 20,248,703 | 1,805,813 |
Non-controlling interest in variable interest entity and subsidiary | 2,358,227 | (12,439) |
Accumulated other comprehensive income | (284,463) | 315,832 |
Accumulated deficit | (11,276,490) | (6,450,170) |
TOTAL STOCKHOLDERS’ DEFICIT | 11,565,642 | (3,932,205) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 35,436,380 | $ 485,791 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible Notes, discount | $ 0 | $ 35,525 |
Convertible preferred stock - shares authorized | 2,000,000 | 2,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common stock, shares issued | 5,197,821,885 | 4,088,762,151 |
Common stock, shares outstanding | 5,197,821,885 | 4,088,762,151 |
Treasury stock shares | 100,000 | 100,000 |
Class D Voting Preferred Stock [Member] | ||
Convertible preferred stock - par value | $ 0.01 | $ 0.01 |
Convertible preferred stock - shares authorized | 100,000 | 100,000 |
Convertible preferred stock - shares issued | 88,235 | 88,235 |
Convertible preferred stock - shares outstanding | 88,235 | 88,235 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUES | $ 7,783,340 | $ 0 |
COST OF GOODS SOLD | 6,685,210 | 0 |
GROSS PROFIT | 1,098,130 | 0 |
OPERATING EXPENSES: | ||
Selling, general and administrative | 3,918,967 | 149,259 |
Salaries, wages and payroll taxes | 2,653,683 | 187 |
Professional fees | 2,930,245 | 50,415 |
Depreciation and amortization | 258,306 | 51,028 |
Debt transaction expenses | 184,950 | 7,850 |
TOTAL OPERATING EXPENSES | 9,946,150 | 258,739 |
OPERATING LOSS | (8,848,020) | (258,739) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (130,359) | (135,064) |
Gain (Loss) on change in fair market value of derivative liabilities | 687,124 | 54,623 |
Gain (Loss) on convertible notes | (35,525) | (3,889) |
Gain on forgiveness of debt | 3,488,860 | 67,227 |
Foreign currency exchange rate variance | 11,600 | |
TOTAL OTHER INCOME (EXPENSE) | 4,021,700 | (17,103) |
NET LOSS | (4,826,320) | (275,842) |
Net loss attributable to non-controlling interests in variable interest entity and subsidiary | 133,702 | 0 |
Net loss attributable to Company stockholders | $ (4,692,618) | $ (275,842) |
LOSS PER SHARE | ||
Basic and Diluted | $ 0 | $ 0 |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||
Basic and Diluted | 4,775,929,690 | 2,323,180,245 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
NET LOSS | $ (4,692,618) | $ (275,842) |
OTHER COMPREHENSIVE LOSS | ||
Unrecognized Gain (Loss) on Foreign Exchange | 26,539 | (20,943) |
COMPREHENSIVE LOSS | $ (4,666,079) | $ (296,785) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest Insubsidiary [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 883 | $ 13,920,421 | $ (1,000) | $ (11,877,864) | $ (12,439) | $ 336,775 | $ (6,174,328) | $ (3,807,552) |
Beginning Balance, shares at Dec. 31, 2019 | 88,235 | 1,392,042,112 | ||||||
Conversion of convertible notes | $ 26,967,200 | (26,794,968) | 172,232 | |||||
Conversion of convertible notes, shares | 2,696,720,039 | |||||||
Change to Par Value | $ (40,478,745) | 40,478,745 | ||||||
Closing of DarkPulse East LLC | (100) | (100) | ||||||
Foreign currency adjustment | (20,943) | (20,943) | ||||||
Net loss | (275,842) | (275,842) | ||||||
Ending balance, value at Dec. 31, 2020 | $ 883 | $ 408,876 | (1,000) | 1,805,813 | (12,439) | 315,832 | (6,450,170) | (3,932,205) |
Ending Balance, shares at Dec. 31, 2020 | 88,235 | 4,088,762,151 | ||||||
Conversion of convertible notes | $ 90,866 | 1,610,853 | 1,701,719 | |||||
Conversion of convertible notes, shares | 908,659,678 | |||||||
Common stock issued for cash | $ 17,997 | 14,575,330 | 14,593,327 | |||||
Common stock issued for cash, shares | 179,974,598 | |||||||
Common stock issued for acquisitions | $ 1,500 | 1,654,500 | 2,370,666 | 4,026,666 | ||||
Common stock issued for acquisitions, shares | 15,000,000 | |||||||
Stock based compensation | $ 543 | 602,207 | 602,750 | |||||
Stock based compensation, shares | 5,425,453 | |||||||
Foreign currency adjustment | (600,295) | (600,295) | ||||||
Net loss | (4,826,320) | (4,826,320) | ||||||
Ending balance, value at Dec. 31, 2021 | $ 883 | $ 519,782 | $ (1,000) | $ 20,248,703 | $ 2,358,227 | $ (284,463) | $ (11,276,490) | $ 11,565,642 |
Ending Balance, shares at Dec. 31, 2021 | 88,235 | 5,197,821,885 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,826,320) | $ (275,842) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 129,493 | 86,607 |
Loan acquisition costs | (480,450) | 7,850 |
Stock based compensation | 602,750 | 0 |
Gain on reduction of loan default penalty | 0 | (9,900) |
Gain on extinguishment of debt | (3,488,860) | (67,227) |
Operating lease expense | (1,346,808) | 0 |
Amortization of debt discount | 515,975 | 51,739 |
Derivative liability | (687,124) | (54,624) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 771,432 | 0 |
Inventory | 1,175,869 | 0 |
Unbilled revenue | 822,031 | 0 |
Contract liability | (922,631) | 0 |
Customer deposits | (365,684) | 0 |
Accounts payable and accrued expenses | (2,041,131) | 269,589 |
Operating lease liabilities | 2,451,692 | 0 |
Other current liabilities | (3,672,703) | 0 |
Net cash used by operating activities | (11,363,470) | 8,192 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (754,961) | 0 |
Business acquisitions, net of cash received | (583,319) | 0 |
Capitalized patents | (191,420) | (4,969) |
Deposits | (159,453) | 0 |
Net cash used by investing activities | (1,689,153) | (4,969) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 14,593,327 | 0 |
Proceeds from convertible debentures | 1,102,700 | 40,000 |
Repayments of convertible debentures | (384,600) | 0 |
Proceeds from related party notes payable | 0 | (44,096) |
Proceeds from notes payable | 2,000,000 | 0 |
Net cash provided by financing activities | 17,311,427 | (4,096) |
NET INCREASE (DECREASE) IN CASH | 4,258,804 | (873) |
Effect of exchange rate on cash | (600,295) | 0 |
CASH, beginning of year | 337 | 1,210 |
CASH, end of year | 3,658,846 | 337 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Non-cash finance and investing activities during the year ended December 31: | ||
Issuance of common stock for convertible notes payable and interest | 181,560 | 0 |
Issuance of common stock for Wildlife Specialists and Remote Intelligence | 1,654,500 | 0 |
Non-controlling interest for Wildlife Specialists and Remote Intelligence | $ 2,370,666 | $ 0 |
BASIS OF FINANCIAL STATEMENT PR
BASIS OF FINANCIAL STATEMENT PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF FINANCIAL STATEMENT PRESENTATION | 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. On April 27, 2018, Klever entered into an Agreement and Plan of Merger (the “Merger Agreement” or the “Merger”) involving Klever as the surviving parent corporation and acquiring a privately held New Brunswick corporation known as DarkPulse Technologies Inc. as its wholly owned subsidiary. On July 18, 2018, the parties closed the Merger Agreement, as amended on July 7, 2018, and the name of the Company was subsequently changed to DarkPulse, Inc. With the change of control of the Company, the Merger is being be accounted for as a recapitalization in a manner similar to a reverse acquisition. On July 20, 2018, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the State of Delaware, changing the name of the Company to DarkPulse, Inc. The Company filed a corporate action notification with the Financial Industry Regulatory Authority (FINRA), and the Company's ticker symbol was changed to DPLS. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 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. Our consolidated financial statements as of December 31, 2021 and 2020 include the accounts of DarkPulse Inc. and its subsidiaries: DarkPulse Technologies Inc. (“DPTI”), a New Brunswick, Canada corporation, a wholly owned subsidiary, incorporated December 16, 2010. DPTI owns 100% of DarkPulse Technology Holdings Inc., a New York corporation, incorporated July 6, 2017. DPTI indirectly owns 37.572% of DarkPulse Technologies International Inc., ("DPTINY") a New York corporation, incorporated on September 7, 2017. On or about September 18, 2017, DPTI entered into a shareholder agreement with three investors, whereby DPTI would own 50.2% of DPTINY and the investors would own 49.8%. On or about October 3, 2017, another investor entered into an agreement with DPTINY to fund it $37,500 for a 0.5% equity interest in DPTINY. On December 26, 2017, DPTI’s CEO incorporated another corporation named DarkPulse Technologies International Inc., ("DPTIDel") in the State of Delaware. On or about April 16, 2018, seven investors and DPTI entered into a new agreement whereby it was agreed that the investors would own 62.428% of DPTIDel, and the September 18, 2017 agreement with respect to DPTINY was considered null and void. Accordingly, the funding of $37,500 to DPTINY in October 2017 has been converted to an equity interest in DPTIDel as of April 2018. As of April 16, 2018, DPTI owns approximately 37.572% of the shares of common stock of DPTIDel and 100% of the issued shares of Series A Preferred Stock of DPTIDel, pursuant to which the Company controls both DPTIDel and DPTINY. On August 9, 2021, the Company entered into a Share Purchase Agreement with Optilan Guernsey Limited and Optilan Holdco 2 Limited (the “Sellers”), pursuant to which the Company purchased from the Sellers all of the issued and outstanding equity interests of Optilan HoldCo 3 Limited, a private company incorporated in England and Wales (“Optilan”) for £1.00 and also a commitment to enter into the Subscription (as defined below). As of August 9, 2021, the Company owns all of the equity interests of Optilan. On August 30, 2021, the Company closed two separate Membership Interest Purchase Agreements with Remote Intelligence, Limited Liability Company, a Pennsylvania limited liability company (“ RI WS 15,000,000 1,000,000 60 On September 8, 2021, the Company entered into and closed the Stock Purchase Agreement with TJM Electronics West, Inc., an Arizona corporation (“ TJM 450,000 Effective October 1, 2021 the Company entered into and closed the Membership Purchase Agreement with TerraData Unmanned, PLLC, a Florida limited liability company (“ TerraData 60 3,725,386 400,000 Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, preferred deemed dividend and common stock issued for services. Cash and Cash Equivalents 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 financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. 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. 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. The relevant translation rates are as follows: for the year ended December 31, 2021 closing rate at 1.353583 1.375671 1.38138 The relevant translation rates are as follows: for the year ended December 31, 2021 closing rate at 1.2794 1.2534 1.2754 1.3388 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. 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. During the fourth quarter of 2020, the Company adopted ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The adoption of this standard had no material impact on the Consolidated Financial Statements. During fiscal 2021 and 2020, the Company recorded no impairments. Intangible Assets - Intrusion Detection Intellectual Property The Company relies on patent laws and restrictions on disclosure to protect its intellectual property rights. As of December 31, 2021, the Company held three U.S. and foreign patents on its intrusion detection technology, which expire in calendar years 2025 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 year ended December 31, 2021, the Company had patent amortization costs on its intrusion detection technology totaling $ 51,028 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 activity related to the DPTI patents for the year ended December 31, 2021: Intangible Assets Balance at January 1, 2021 $ 393,990 Additions – Amortization (51,028 ) Balance at December 31, 2021 $ 342,962 The following is a summary of the DPTI patents as of December 31, 2021: 2021 Historical cost $ 904,269 Accumulated amortization (561,307 ) Carrying Value $ 342,962 Future expected amortization of intangible assets is as follows: Future expected amortization of intangible assets Year Ending December 31, 2022 $ 51,028 2023 51,028 2024 51,028 2025 51,028 2026 51,028 Thereafter 87,822 Total $ 342,962 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 Years Office furniture and fixtures 4 Plant and equipment 4 8 Leasehold Improvements 10 Motor Vehicles 3 Revenue Recognition The Company’s revenues are generated primarily from the sale of our products, which consist primarily of advanced technology solutions for integrated communications and security systems. 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 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. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Contract liabilities is shown separately in the unaudited consolidated balance sheets as current liabilities. At December 31, 2021 and December 31, 2020, we had contract liabilities of $ 3,216,562 0 Cost of Product Sales and Services Cost of sales consists primarily of materials, airtime 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. There are certain costs which are deferred and recorded as prepaids, until such revenue is recognized. Refer to revenue recognition above as to what constitutes deferred revenue. Concentration of Credit Risk The Company has no significant concentrations of credit risk. Related Parties The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and 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. A party which can significantly influence the management or operating policies of the transacting parties or if it has 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 is also a related party. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases 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. Beneficial Conversion Features The Company evaluates the conversion feature for whether it was beneficial as described in ASC 470-30. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. 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. Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“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, and tax returns have not yet been filed. The Company does not anticipate a tax liability for the years 2021 and 2020. The Company has filed tax returns in Canada for the year ended December 31, 2018, and they are still subject to audit. 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 . Income (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. Schedule of antidilutive shares December 31, 2021 December 31, 2020 Convertible preferred stock – – Stock Options – – Stock Warrants – – Recently Issued Accounting Pronouncements In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory In January 2017, the FASB issued ASU 2017-04 Intangibles-Goodwill and Other (“ASC 350”): Simplifying the Accounting for Goodwill Impairment In July 2021, the FASB issued ASU No. 2021-05, Lessors—Certain Leases with Variable Lease In November 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN As shown in the accompanying financial statements, the Company generated net losses of $ 4,826,320 275,842 10,120,885 3,658,846 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 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 through calendar year 2022. However, management cannot make any assurances that such financing will be secured. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS | NOTE 4 – BUSINESS ACQUISITIONS Optilan Holdco 3 Limited On August 9, 2021, the Company entered into a Share Purchase Agreement with Optilan Guernsey Limited and Optilan Holdco 2 Limited (the “Sellers”), pursuant to which the Company purchased from the Sellers all of the issued and outstanding equity interests of Optilan HoldCo 3 Limited, a private company incorporated in England and Wales (“Optilan”) for £1.00 and also a commitment to enter into the Subscription (as defined below). As of August 9, 2021, the Company owns all of the equity interests of Optilan. 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 fair values. The excess of the consideration transferred over the estimated fair values of the net assets acquired was recorded as goodwill. The following table summarizes the acquired assets and assumed liabilities for the fair value of the assets and liabilities recognized in the Condensed Consolidated Balance Sheet at December 31, 2021: Schedule of fair value of assets and liabilities in acquisition (Amounts in US$’s) Amounts Recognized as of Acquisition Date Measurement Period Adjustments (1) Fair Value Cash $ 736,177 $ (6,000 ) $ 730,177 Accounts receivable 4,619,381 – 4,619,381 Inventory 2,040,887 – 2,040,887 Property & equipment 1,393,274 – 1,393,274 Right-of-use assets 1,385,825 (694,527 ) 691,298 Unbilled revenue 540,321 779,483 1,319,804 Intangible assets: Trade name – 4,033,638 4,033,638 Goodwill 12,181,350 (1,830,489 ) 10,350,861 Total assets 22,891,215 2,288,105 25,179,320 Accounts payable 11,622,018 (174,846 ) 11,447,172 Contract deposits 3,168,493 – 3,168,493 Contract liabilities, current 4,139,193 – 4,139,193 Lease liabilities, current 141,730 – 141,730 Other current liabilities 2,496,725 3,157,478 5,654,203 Lease liabilities, noncurrent 628,529 – 628,529 Total purchase consideration $ 694,527 $ (694,527 ) $ – Wildlife Specialists, LLC and Remote Intelligence, LLC On August 30, 2021, the Company closed two separate Membership Interest Purchase Agreements (the “ MPAs RI WS 15,000,000 60 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 fair values. The excess of the consideration transferred over the estimated fair values of the net assets acquired was recorded as goodwill. The following table summarizes the acquired assets and assumed liabilities for the fair value of the assets and liabilities recognized in the Condensed Consolidated Balance Sheet at December 31, 2021: Schedule of Condensed Consolidated Balance Sheet WILDLIFE SPECIALISTS Consideration Cash $ 500,000 Common stock 978,000 Purchase price $ 1,478,000 The allocation of the total purchase price to the tangible and intangible assets acquired and liabilities assumed by DarkPulse based on the estimated fair values as of August 29, 2021 was as follows: Schedule of fair value of assets and liabilities in acquisition WILDLIFE SPECIALISTS Amounts Measurement (Amounts in US$’s) Recognized as of Acquisition Date Period Adjustments (1) Fair Value Cash $ 33,910 $ (6,098 ) $ 27,812 Accounts receivable 161,866 170,486 332,352 Other current assets 600 20,947 21,547 Property & equipment 99,490 (77,945 ) 21,545 Goodwill 1,191,085 1,597,593 2,788,678 Total assets 1,486,951 1,704,983 3,191,934 Assumed liabilities 393,651 334,950 728,601 Non-controlling interest – 985,333 985,333 Total Consideration for 60% of equity interests $ 1,478,000 $ – $ 1,478,000 Schedule of Condensed Consolidated Balance Sheet REMOTE INTELLIGENCE Consideration Cash $ 500,000 Common stock 978,000 Purchase price $ 1,478,000 The allocation of the total purchase price to the tangible and intangible assets acquired and liabilities assumed by the Company based on the estimated fair values as of August 29, 2021 was as follows: Schedule of fair value of assets and liabilities in acquisition REMOTE INTELLIGENCE Amounts (Amounts in US$’s) Recognized as of Acquisition Dat Measurement Period Adjustments (1) Fair Value Cash $ 6,158 $ (5,800 ) $ 358 Accounts receivable 24,036 16,024 40,060 Property & equipment 111,636 76,710 188,346 Goodwill 1,729,800 1,080,103 2,809,903 Total assets 1,871,630 1,167,037 3,038,667 Assumed liabilities 393,630 181,704 575,334 Non-controlling interest – 985,333 985,333 Total Consideration for 60% of equity interests $ 1,478,000 $ – $ 1,478,000 TJM Electronics West, Inc. On September 8, 2021, the Company entered into and closed the Stock Purchase Agreement with TJM Electronics West, Inc., an Arizona corporation (“ TJM 450,000 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 fair values. The excess of the consideration transferred over the estimated fair values of the net assets acquired was recorded as goodwill. The following table summarizes the acquired assets and assumed liabilities for the fair value of the assets and liabilities recognized in the Condensed Consolidated Balance Sheet at December 31, 2021: Schedule of fair value of assets and liabilities in acquisition Fair Value Accounts receivable $ 3,400 Property & equipment 91,051 Goodwill 355,549 Total assets 450,000 Total Consideration $ 450,000 TerraData Unmanned, PLLC. Effective October 1, 2021 the Company entered into and closed the Membership Purchase Agreement (the “ TerraData MPA TerraData 60 3,725,386 400,000 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 fair values. The excess of the consideration transferred over the estimated fair values of the net assets acquired was recorded as goodwill. The following table summarizes the acquired assets and assumed liabilities for the fair value of the assets and liabilities recognized in the Condensed Consolidated Balance Sheet at December 31, 2021: Schedule of Condensed Consolidated Balance Sheet Consideration Cash $ 400,000 Common stock 200,000 Purchase price $ 600,000 The allocation of the total purchase price to the tangible and intangible assets acquired and liabilities assumed by the Company based on the estimated fair values as of October 1, 2021 was as follows: Schedule of fair value of assets and liabilities in acquisition (Amounts in US$'s) Fair Value Cash $ 8,691 Goodwill 992,049 Total assets 1,000,740 Assumed liabilities 740 Non-controlling interest 400,000 Total Consideration for 60% of equity interests $ 600,000 Unaudited Supplemental Pro Forma Data Unaudited pro forma results of operations for the nine months ended December 31, 2021 and 2020 as though the Company acquired Optilan, Wildlife Specialists, Remote Intelligence, TJM Electronic West and TerraData Unmanned (the “Acquired Companies”) on the first day of each fiscal year are set forth below. Proforma results of operations Year Ended December 31, 2021 2020 Pro forma revenues $ 23,329,213 $ 45,344,847 Pro forma operating income (loss) $ 11,477,923 $ (16,627,266 ) Pro forma net income (loss) $ 11,264,238 $ (11,308,866 ) Pro forma net income (loss) attributable to DarkPulse $ 11,912,054 $ (11,367,321 ) |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 5 – REVENUE The following table is a summary of the Company’s timing of revenue recognition for the years ended December 31, 2021 and 2020: Schedule of timing of revenue recognition Years Ended December 31, 2021 2020 Timing of revenue recognition: Services and products transferred at a point in time $ 7,783,340 $ – Services and products transferred over time – – Total revenue $ 7,783,340 $ – 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, 2021 and 2020: Schedule of revenue by source consisted Years Ended December 31, 2021 2020 Revenue by products and services: Products $ 1,533,378 $ – Services 6,249,962 – Total revenue $ 7,783,340 $ – Revenue by geographic destination consisted of the following for the for the years ended December 31, 2021 and 2020: Schedule of revenue by geographic destination Years Ended December 31, 2021 2020 Revenue by geography: North America $ 535,407 $ – International 7,247,933 – Total revenue $ 7,783,340 $ – Contract Balances The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. Contract liabilities consist of cash payments received (or unconditional rights to receive cash) in advance of fulfilling performance obligations. As of December 31, 2021, the Company did not have a contract assets balance. The following table is a summary of the Company’s opening and closing balances of contract liabilities related to contracts with customers. Schedule of contract liabilities related to contracts with customers Total Balance at December 31, 2020 $ – Additions through advance billings to or payments from vendors – Additions through business acquisition 4,139,193 Revenue recognized from current period advance billings to or payments from vendors – Revenue recognized from amounts acquired through business acquisition (922,631 ) Balance at December 31, 2021 $ 3,216,562 |
CONVERTIBLE DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT SECURITIES | NOTE 6 – CONVERTIBLE DEBT SECURITIES The Company uses the Black-Scholes Model to calculate the derivative value of its convertible debt. The valuation result generated by this pricing model is necessarily driven by the value of the underlying common stock incorporated into the model. The values of the common stock used were based on the price at the date of issue of the debt security as of December 31, 2021. Management determined the expected volatility between 475.55-624.25%, a risk free rate of interest between 0.10-0.13%, and contractual lives of the debt varying from zero months to eight months. Management made the determination to use an expected life rather than contractual life for the calculations for the matured debt as of December 31, 2021. The expected life is equal to the contractual life extended by one year which vary from two to seven months. The table below details the Company's outstanding convertible notes, with totals for the face amount, amortization of discount, initial loss, change in the fair market value, and the derivative liability. Schedule of convertible debt Face Debt Initial Change Derivative Amount Discount Loss in FMV 12/31/2021 $ 90,228 $ – $ 58,959 $ 19,840 $ 128,370 162,150 – 74,429 35,654 230,692 72,488 – 11,381 15,938 103,130 53,397 – 7,850 (16,767 ) 71,561 Subtotal 378,263 – 152,619 54,665 533,753 Transaction expense – – – – – $ 378,263 $ – $ 152,619 $ 54,665 $ 533,753 Financings On October 7, 2020, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”) issuing to Geneva a convertible promissory note in the aggregate principal amount of $ 47,850 4,350 3,500 9 40,000 47,850 8,065,040 On January 4, 2021, the Company entered into a securities purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $ 42,350 3,850 3,500 8 35,000 42,350 1,784,146 On February 3, 2021, the Company entered into a securities purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $ 94,200 15,700 3,500 4.5 75,000 94,200 On February 18, 2021, the Company entered into a securities purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $ 76,200 12,700 3,500 4.5 60,000 76,200 On April 5, 2021, the Company entered into a securities purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $ 64,200 10,700 3,500 4.5 50,000 On April 26, 2021, the Company entered a Securities Purchase Agreement and Registration Rights with FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (the “ FirstFire 825,000 FirstFire Note 750,000 January 26, 2022 10 0.015 0.005 On December 31, 2021, the Company commenced an action against FirstFire Global Opportunities Fund, LLC, and Eli Fireman (“Fireman”) in the United States District Court for the Southern District of New York. The complaint alleges that FirstFire is an unregistered dealer acting in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”), and that the Company is entitled to rescissionary relief from certain convertible promissory notes and securities purchase agreements entered into by the Company and FirstFire pursuant to Section 29(b) of the Act. The complaint also asserts claims against Fireman for control person liability under Section 20(a) of the Act, unjust enrichment of FirstFire, and constructive trust against FirstFire. On May 19, 2021, the Company entered into a Stipulation of Settlement with four note holders pursuant to which the Company agreed to pay $ 173,000 On June 3, 2021, the Company entered into a Settlement and Mutual Release Agreement with Auctus Fund, LLC. Pursuant to the Agreement, the Auctus agreed to convert the Promissory Note issued on September 25, 2018 by the Company to the Lender in the principal amount of $ 100,000 Auctus Auctus Shares 2,500,000 On July 14, 2021, the Company entered a Securities Purchase Agreement (the “ GS SPA 2,000,000 GS Note 1,980,000 July 14, 2022 6 As of December 31, 2021 and 2020 respectively, there was $ 378,263 931,158 0 35,525 533,753 1,220,880 |
DEBENTURE
DEBENTURE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBENTURE | NOTE 7 - 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 C$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 Canadian $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. 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. 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 amounts recorded as an unrealized gain (loss) for the years ended December 31, 2021 and 2020, were $ 20,941 20,941 For the years ended December 31, 2021 and 2020, the Company recorded interest expense of $ 52,538 52,538 As of December 31, 2021, the debenture liability totaled $ 1,172,364 Future minimum required payments over the next 5 years and thereafter are as follows: Future minimum required payments Period ending December 31, 2022 $ – 2023 – 2024 – 2025 – 2026 and after 1,172,364 Total $ 1,172,364 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | NOTE 8 – LEASES The Company adopted ASC 842 “Leases” using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. The following was included in our balance sheet as of December 31, 2021 and 2020: Schedule of operating leases December 31, Operating leases 2021 2020 Assets ROU operating lease assets $ 2,038,106 $ – Liabilities Current portion of operating lease $ 747,422 $ – Operating lease, net of current portion $ 2,474,530 $ – Total operating lease liabilities $ 3,221,952 $ – The weighted average remaining lease term and weighted average discount rate at December 31, 2021 were as follows: Schedule of weighted average remaining lease term and weighted average discount rate Weighted average remaining lease term (years) December 31, 2021 Operating leases 8.25 Weighted average discount rate Operating leases 6.00 Operating Leases On January 12, 2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Mumbai, India. This three-year agreement commenced January 12, 2021 with an annual rent of approximately $ 50,000 On May 27, 2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Warwick, United Kingdom. This ten-year agreement commenced May 27, 2021 with an annual rent of approximately $ 85,000 On August 31, 2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Tempe, Arizona. This five-year agreement commenced August 31, 2021 with an annual rent of approximately $ 192,000 On October 20, 2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Warwick, United Kingdom. This ten-year agreement commenced October 20, 2021 with an annual rent of approximately $ 200,000 The following table reconciles future minimum operating lease payments to the discounted lease liability as of December 31, 2021: Schedule of future minimum operating lease payments 2022 $ 405,924 2023 498,401 2024 463,402 2025 472,343 2026 and later 1,751,345 Total lease payments 3,591,415 Less imputed interest (369,463 ) Total lease obligations 3,221,952 Less current lease obligations (747,422 ) Long-term lease obligations $ 2,474,530 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accrued liabilities consist of the following as of December 31: Schedule of accounts payable and accrued liabilities 2021 2020 Accounts payable $ 7,227,129 $ 519,899 Accrued liabilities 617,142 569,970 $ 7,844,271 $ 1,089,869 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES The domestic and foreign components of loss before (benefit) provision for income taxes were as follows: Schedule of income components 2021 2020 Domestic: $ (4,285,237 ) $ (169,282 ) Foreign: (541,083 ) (106,560 ) Total income (loss) before income taxes $ (4,826,320 ) $ (275,842 ) The provision (benefit) for income taxes for the years ended December 31, 2021 and 2020 differs from the amount which would be expected as a result of applying the statutory tax rates to the losses before income taxes due primarily to the valuation allowance to fully reserve net deferred tax assets. The following table summarizes the significant differences between statutory rates for the years ended December 31, 2021 and 2020: Statutory tax rate 2021 2020 Statutory tax rate: U.S. 21.00 21.00 State taxes 2.19 3.63 Foreign rate differential 0.46 0.00 Other (1.81 0.00 Change in valuation allowance: (21.84) (24.63) – – The Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows: Deferred Tax assets and liabilities 2021 2020 Deferred Tax (Liabilities): Net operating losses $ 2,356,871 $ 1,351,897 Intangible assets (170,119 ) – Right of use asset (319,752 ) – Stock based compensation 498,571 – Less: Valuation allowance (2,365,571 ) (1,351,897 ) Deferred tax assets (liabilities) $ – $ – The Company has approximately $ 7,448,199 1,414,454 636,852 The Company records a tax valuation allowance when it is more likely than not that it will not be able to recover the value of its deferred tax assets. For the years ended December 31, 2021 and 2020, the Company calculated its estimated annualized effective tax rate at 0 0 no 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, 2021 and 2020, 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 jurisdictions and the United Kingdom jurisdictions. Tax years 2011 to current remain open to examination by Canadian authorities; the tax year 2018 remains open to examination by U.S. authorities. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS’ DEFICIT: | |
PREFERRED STOCK | NOTE 11 – PREFERRED STOCK In accordance with the Company’s bylaws, the Company has authorized a total of 2,000,000 0.01 88,235 88,235 On December 23, 2021, pursuant to the approval of the Board of Directors and a majority vote of the holders of Series D Preferred Stock, the Company amended the Certificate of Designation for the Series D Preferred Stock so that each share of Series D Stock is convertible, at the sole and exclusive election of the holder, into two shares of Common Stock of the Company. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS’ DEFICIT: | |
COMMON STOCK | NOTE 12 – COMMON STOCK In accordance with the Company’s bylaws, the Company has authorized a total of 20,000,000,000 0.0001 5,197,821,885 4,088,762,156 On February 18, 2020, the majority stockholders holding a majority of the issued and outstanding voting shares of the Company amended the Company’s Certificate of Incorporation to amend the par value of the Company’s common stock from $0.01 to $0.0001. On January 14, 2021, the Company issued an aggregate of 100,000,000 28,000 On January 25, 2021, the Company issued an aggregate of 150,000,000 42,000 On February 1, 2021, the Company issued an aggregate of 30,999,995 8,116 On February 11, 2021, the Company issued an aggregate of 100,000,000 56,000 On February 18, 2021, the Company issued an aggregate of 220,000,000 75,436 39,638 On April 15, 2021, the Company issued an aggregate of 8,065,040 47,850 2,153 On April 30, 2021, the Company issued 60,000,000 825,000 On June 4, 2021, the Company issued an aggregate of 12,500,000 76,656 260 On July 12, 2021, the Company issued an aggregate of 1,784,146 42,350 On July 14, 2021, the Company issued an aggregate of 45,037,115 93,864 26,246 On July 19, 2021, the Company issued an aggregate of 2,898,382 10,497 6,748 On August 25, 2021, the Company issued 31,799,260 3,000,000 On August 31, 2021, the Company issued 27,297,995 3,000,000 On September 22, 2021, the Company issued 25,630,272 2,000,000 On September 30, 2021, the Company issued 15,000,000 On September 30, 2021, the Company issued 3,194,081 250,000 On October 1, 2021, the Company issued 37,187,289 3,000,000 On October 15, 2021, the Company issued 14,282,304 1,055,000 On October 22, 2021, the Company issued 1,596,594 250,000 On October 25, 2021, the Company issued 634,778 250,000 On November 17, 2021, the Company issued an aggregate of 177,375,000 825,000 61,875 On December 21, 2021, the Company issued an aggregate of 43,777,478 2,538,327 At December 31, 2021, the Company had 1,589,257,888 |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 13 – STOCK OPTIONS As of December 31, 2021 and 2020, the Company had no |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Potential Royalty Payments The Company, in consideration of the terms of the debenture to the University of New Brunswick, shall pay to the University a two percent royalty on sales of any and all products or services, which incorporate the Company's patents for a period of five years from April 24, 2018. Legal Matters DarkPulse, Inc. v. Twitter, Inc. On January 24, 2022, the Company filed a petition in the Supreme Court of the State of New York County of New York to compel a disclosure from Twitter, Inc. The petition sought to compel Twitter, Inc. to disclose the owner and operator of the “Investor News” Twitter account ( newsfilterio) so the Company could commence an action for damages arising from false, misleading, and untrue statements made by the Investor News. On February 23, 2022, the Court ordered Twitter to release information concerning the owner and operator of the Investor News account to the Company. T he Company will continue to pursue and expose the identities of those individuals or groups and shall take any and all legal action to pursue the violators Carebourn Capital, L.P. v. DarkPulse, Inc. As disclosed in greater detail in the Company’s Form 10-Q, filed November 15, 2021, the Company remains in active litigation with Carebourn Capital, L.P. (“Carebourn”). The remainder of this disclosure will address all material updates since the aforementioned Form 10-Q. On November 1, 2021, the Company filed a motion to compel Carebourn to produce certain documents and supplement its responses to certain interrogatories. On September 27, 2021, Carebourn filed a declaratory judgment and a motion for declaratory judgment, dismissal of the Company’s claims, and summary judgment (“Dispositive Motion”). On February 15, 2022, the Court rendered its decision on the aforesaid motions, denying the Dispositive Motion in its entirety and granting in part, and denying in part, the Company’s motion to compel. Pursuant to the Court’s ruling in the Company’s favor on its motion to compel, the Court has awarded the Company attorneys’ costs and fees in connection with the successful portions of its motion to compel. On January 19, 2022, the Company filed a motion for enforcement of a protective order. It is the Company’s position that Carebourn has violated a protective order that was entered into by the parties and seeks to protect confidential information exchanged during the litigation. The Court has not yet rendered a decision on this motion. On March 24, 2022, Carebourn filed a Motion to Compel against DarkPulse, alleging that DarkPulse failed to fulfill its discovery obligations by not producing a privilege log. DarkPulse contends that Carebourn’s motion is meritless and premature. The Company remains committed to actively litigating its claims for relief under the Securities Exchange Act of 1934. More Capital, LLC v. DarkPulse, Inc. et al As disclosed in greater detail in the Company’s Form 10-Q, filed November 15, 2021, the Company remains in active litigation with More Capital, LLC (“More”). The remainder of this disclosure will address all material updates since the aforementioned Form 10-Q. On October 27, 2021, the Company served its initial discovery requests, consisting of interrogatories, requests for admission, and requests for production, on More. On November 24, 2021, More served its responses to the Company’s initial discovery requests. After reviewing More’s responses, it is the Company’s position that More’s responses are false, misleading, untrue, and/or evasive. On February 28, 2022, the Company filed its motion to compel More to produce certain documents and supplement or otherwise modify its responses to certain interrogatories and requests for admission. DarkPulse’s motion will be heard on April 14, 2022. On March 9, 2022, More filed a motion for summary judgment against the Company. The Company’s opposition is being filed on or before March 23, 2022, and More’s motion will be heard on April 6, 2022. The Company remains committed to actively litigating its claims for relief under the Securities Exchange Act of 1934. Goodman et al. v. DarkPulse, Inc. As disclosed in greater detail in the Company’s Form 10-Q, filed November 15, 2021, the Company remains in active litigation with Stephen Goodman (“Goodman”), Mark Banash (“Banash”), and David Singer (“Singer”) (Goodman, Banash, and Singer together, the “Series D Plaintiffs”). The remainder of this disclosure will address all material updates since the aforementioned Form 10-Q. On August 20, 2021, the Company and the Series D Plaintiffs entered into a stipulation, pursuant to which the Company withdrew its motion to dismiss and the Company was provided with an extended period of time to respond to the complaint. On September 8, 2021, the Company filed its Answer and Counterclaims, wherein the Company alleges counterclaims arising from various breaches of fiduciary duties by the Series D Plaintiffs while they were employed as officers of the Company. On December 9, 2021, the parties participated in private mediation. No understanding of settlement was reached at the conclusion thereof. The Company remains committed to actively litigating its claims and defenses against the Series D Plaintiffs. DarkPulse, Inc. v. FirstFire Global Opportunities Fund, LLC, and Eli Fireman (SDNY) On December 31, 2021, the Company commenced an action against FirstFire Global Opportunities Fund, LLC (“FirstFire”), and Eli Fireman (“Fireman”) (FirstFire and Fireman together, the “FirstFire Parties”) in the United States District Court for the Southern District of New York. The complaint alleges that FirstFire is an unregistered dealer acting in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”), and that the Company is entitled to rescissionary relief from certain convertible promissory notes and securities purchase agreements entered into by the Company and FirstFire pursuant to Section 29(b) of the Act. The complaint also asserts claims against Fireman for control person liability under Section 20(a) of the Act, unjust enrichment of FirstFire, and constructive trust against FirstFire. On January 14, 2022, the Company moved for entry of a temporary restraining order and award of a preliminary injunction against FirstFire to enjoin them from selling or attempting to sell, transfer, or otherwise dispose of the 177,275,000 common shares the Company believed were in FirstFire’s possession pursuant to a certain note. On January 14, 2022, the Court denied the Company’s order to show cause seeking a temporary restraining order. Following expedited briefing by the parties, on January 21, 2022, the Court denied the Company’s motion for preliminary injunction. On March 14, 2022, the FirstFire Parties filed their letter request for a motion to dismiss the Company’s complaint. The Company responded to the FirstFire Parties’ letter on March 17, 2022. As of the filing date, the Court has not yet issued a decision on the FirstFire Parties letter request to file its motion to dismiss. FirstFire Global Opportunities Fund, LLC v. DarkPulse, Inc. (Del. Chancery Court) On December 13, 2021, FirstFire Global Opportunities Fund, LLC (“FirstFire”) commenced an action against the Company in the Court of Chancery of the State of Delaware. The complaint seeks declaratory judgment of the issuance of 177,375,000 On January 4, 2022, the Company filed a motion to dismiss FirstFire’s complaint. On February 11, 2022, the Company filed its opening memorandum of law in support of its motion to dismiss. The Company’s memorandum argues that FirstFire the certain convertible promissory note that the issuance was made under is void ab initio as it violates New York’s criminal usury laws, and that FirstFire improperly amended the governing law provision of the void convertible note to evade being declared void ab initio and, instead, continue to enforce the unlawful transaction. On March 14, 2022, FirstFire filed a notice of voluntary dismissal of its complaint. As of December 31, 2021, DarkPulse views the aforesaid FirstFire Delaware Chancery matter as fully closed. DarkPulse, Inc. v. EMA Financial, LLC et al On January 4, 2022, the Company commenced an action against EMA Financial, LLC (“EMA”), EMA Group, Inc. (“EMA Group”), and Felicia Preston (“Preston”) (EMA, EMA Group, and Preston together, the “EMA Parties”) in the United States District Court for the Southern District of New York. The complaint alleges that EMA is an unregistered dealer acting in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”), and that the Company is entitled to rescissionary relief from certain convertible promissory notes and securities purchase agreements entered into by the Company and EMA pursuant to Section 29(b) of the Act. The complaint also asserts claims against Preston for control person liability under Section 20(a) of the Act, unjust enrichment of EMA, EMA Group, and Preston, and constructive trust against the EMA Parties. On March 28, 2022, the Company filed its first amended complaint against the EMA Parties. The amended complaint alleges the same causes of action asserted in the initial complaint—(1) that EMA is an unregistered dealer acting in violation of Section 15(a) of the Act and, pursuant to Section 29(b) of the Act, the Company is entitled to rescissionary relief from certain convertible promissory notes and securities purchase agreements entered into by the Company and EMA, (2) that Preston is liable pursuant to Section 20(a) of the Act, and (3) unjust enrichment—along with two claims: that the EMA Parties, first, violated and, second conspired to violate the Racketeer Influenced and Corrupt Organizations (RICO) Act for engaging in the collection of an unlawful debt. The Company remains committed to actively litigating its claims for relief under the Securities Exchange Act of 1934. 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. COVID-19 On March 11, 2020, the World Health Organization announced that infections of the novel Coronavirus (COVID-19) had become pandemic, and on March 13, the U.S. President announced a National Emergency relating to the disease. There is a possibility of continued widespread infection in the United States and abroad, with the potential for catastrophic impact. National, state and local authorities have required or recommended social distancing and imposed or are considering quarantine and isolation measures on large portions of the population, including mandatory business closures. These measures, while intended to protect human life, are expected to have serious adverse impacts on domestic and foreign economies of uncertain severity and duration. Some economists are predicting the United States will soon enter a recession. The sweeping nature of the coronavirus pandemic makes it extremely difficult to predict how the Company’s business and operations will be affected in the longer run, but we expect that it may materially affect our business, financial condition and results of operations. The extent to which the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Moreover, the coronavirus outbreak has begun to have indeterminable adverse effects on general commercial activity and the world economy, and our business and results of operations could be adversely affected to the extent that this coronavirus or any other epidemic harms the global economy generally and/or the markets in which we operate specifically. Any of the foregoing factors, or other cascading effects of the coronavirus pandemic that are not currently foreseeable, could materially increase our costs, negatively impact our revenues and damage the Company’s results of operations and its liquidity position, possibly to a significant degree. The duration of any such impacts cannot be predicted. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 – 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. During the years ended December 31, 2021 and 2020, the Company’s Chief Executive Officer advanced personal funds in the amount of $ 593 68,254 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS On January 12, 2022, the Company issued 23,372,430 shares of common stock for $1,150,000. On January 21, 2022, the Company issued 33,454,988 shares of common stock for $1,150,000. On February 7, 2022, the Company issued 16,040,411 shares of common stock for $500,000. On March 7, 2022, the Company issued 75,798,921 shares of common stock for $2,500,000. On March 23, 2022, the Company issued 29,257,395 shares of common stock for $1,500,000. On April 11, 2022, the Company issued 23,746,816 shares of common stock for $1,000,000. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | 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. Our consolidated financial statements as of December 31, 2021 and 2020 include the accounts of DarkPulse Inc. and its subsidiaries: DarkPulse Technologies Inc. (“DPTI”), a New Brunswick, Canada corporation, a wholly owned subsidiary, incorporated December 16, 2010. DPTI owns 100% of DarkPulse Technology Holdings Inc., a New York corporation, incorporated July 6, 2017. DPTI indirectly owns 37.572% of DarkPulse Technologies International Inc., ("DPTINY") a New York corporation, incorporated on September 7, 2017. On or about September 18, 2017, DPTI entered into a shareholder agreement with three investors, whereby DPTI would own 50.2% of DPTINY and the investors would own 49.8%. On or about October 3, 2017, another investor entered into an agreement with DPTINY to fund it $37,500 for a 0.5% equity interest in DPTINY. On December 26, 2017, DPTI’s CEO incorporated another corporation named DarkPulse Technologies International Inc., ("DPTIDel") in the State of Delaware. On or about April 16, 2018, seven investors and DPTI entered into a new agreement whereby it was agreed that the investors would own 62.428% of DPTIDel, and the September 18, 2017 agreement with respect to DPTINY was considered null and void. Accordingly, the funding of $37,500 to DPTINY in October 2017 has been converted to an equity interest in DPTIDel as of April 2018. As of April 16, 2018, DPTI owns approximately 37.572% of the shares of common stock of DPTIDel and 100% of the issued shares of Series A Preferred Stock of DPTIDel, pursuant to which the Company controls both DPTIDel and DPTINY. On August 9, 2021, the Company entered into a Share Purchase Agreement with Optilan Guernsey Limited and Optilan Holdco 2 Limited (the “Sellers”), pursuant to which the Company purchased from the Sellers all of the issued and outstanding equity interests of Optilan HoldCo 3 Limited, a private company incorporated in England and Wales (“Optilan”) for £1.00 and also a commitment to enter into the Subscription (as defined below). As of August 9, 2021, the Company owns all of the equity interests of Optilan. On August 30, 2021, the Company closed two separate Membership Interest Purchase Agreements with Remote Intelligence, Limited Liability Company, a Pennsylvania limited liability company (“ RI WS 15,000,000 1,000,000 60 On September 8, 2021, the Company entered into and closed the Stock Purchase Agreement with TJM Electronics West, Inc., an Arizona corporation (“ TJM 450,000 Effective October 1, 2021 the Company entered into and closed the Membership Purchase Agreement with TerraData Unmanned, PLLC, a Florida limited liability company (“ TerraData 60 3,725,386 400,000 |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, preferred deemed dividend and common stock issued for services. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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 financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. |
Foreign Currency Translation | 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. 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. The relevant translation rates are as follows: for the year ended December 31, 2021 closing rate at 1.353583 1.375671 1.38138 The relevant translation rates are as follows: for the year ended December 31, 2021 closing rate at 1.2794 1.2534 1.2754 1.3388 |
Long-Lived Assets and Goodwill | 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. 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. During the fourth quarter of 2020, the Company adopted ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The adoption of this standard had no material impact on the Consolidated Financial Statements. During fiscal 2021 and 2020, the Company recorded no impairments. |
Intangible Assets - Intrusion Detection Intellectual Property | Intangible Assets - Intrusion Detection Intellectual Property The Company relies on patent laws and restrictions on disclosure to protect its intellectual property rights. As of December 31, 2021, the Company held three U.S. and foreign patents on its intrusion detection technology, which expire in calendar years 2025 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 year ended December 31, 2021, the Company had patent amortization costs on its intrusion detection technology totaling $ 51,028 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 activity related to the DPTI patents for the year ended December 31, 2021: Intangible Assets Balance at January 1, 2021 $ 393,990 Additions – Amortization (51,028 ) Balance at December 31, 2021 $ 342,962 The following is a summary of the DPTI patents as of December 31, 2021: 2021 Historical cost $ 904,269 Accumulated amortization (561,307 ) Carrying Value $ 342,962 Future expected amortization of intangible assets is as follows: Future expected amortization of intangible assets Year Ending December 31, 2022 $ 51,028 2023 51,028 2024 51,028 2025 51,028 2026 51,028 Thereafter 87,822 Total $ 342,962 |
Property and Equipment | 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 Years Office furniture and fixtures 4 Plant and equipment 4 8 Leasehold Improvements 10 Motor Vehicles 3 |
Revenue Recognition | Revenue Recognition The Company’s revenues are generated primarily from the sale of our products, which consist primarily of advanced technology solutions for integrated communications and security systems. 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 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. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Contract liabilities is shown separately in the unaudited consolidated balance sheets as current liabilities. At December 31, 2021 and December 31, 2020, we had contract liabilities of $ 3,216,562 0 |
Cost of Product Sales and Services | Cost of Product Sales and Services Cost of sales consists primarily of materials, airtime 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. There are certain costs which are deferred and recorded as prepaids, until such revenue is recognized. Refer to revenue recognition above as to what constitutes deferred revenue. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant concentrations of credit risk. |
Related Parties | Related Parties The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and 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. A party which can significantly influence the management or operating policies of the transacting parties or if it has 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 is also a related party. |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases 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 | 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. |
Beneficial Conversion Features | Beneficial Conversion Features The Company evaluates the conversion feature for whether it was beneficial as described in ASC 470-30. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. |
Fair Value of Financial Instruments | 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. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“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, and tax returns have not yet been filed. The Company does not anticipate a tax liability for the years 2021 and 2020. The Company has filed tax returns in Canada for the year ended December 31, 2018, and they are still subject to audit. |
Stock-based Compensation | 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 . |
Income (Loss) Per Common Share | Income (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. Schedule of antidilutive shares December 31, 2021 December 31, 2020 Convertible preferred stock – – Stock Options – – Stock Warrants – – |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory In January 2017, the FASB issued ASU 2017-04 Intangibles-Goodwill and Other (“ASC 350”): Simplifying the Accounting for Goodwill Impairment In July 2021, the FASB issued ASU No. 2021-05, Lessors—Certain Leases with Variable Lease In November 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Intangible Assets | Intangible Assets Balance at January 1, 2021 $ 393,990 Additions – Amortization (51,028 ) Balance at December 31, 2021 $ 342,962 The following is a summary of the DPTI patents as of December 31, 2021: 2021 Historical cost $ 904,269 Accumulated amortization (561,307 ) Carrying Value $ 342,962 |
Future expected amortization of intangible assets | Future expected amortization of intangible assets Year Ending December 31, 2022 $ 51,028 2023 51,028 2024 51,028 2025 51,028 2026 51,028 Thereafter 87,822 Total $ 342,962 |
Schedule of estimated useful lives | Schedule of estimated useful lives Years Office furniture and fixtures 4 Plant and equipment 4 8 Leasehold Improvements 10 Motor Vehicles 3 |
Schedule of antidilutive shares | Schedule of antidilutive shares December 31, 2021 December 31, 2020 Convertible preferred stock – – Stock Options – – Stock Warrants – – |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Condensed Consolidated Balance Sheet | Schedule of Condensed Consolidated Balance Sheet Consideration Cash $ 400,000 Common stock 200,000 Purchase price $ 600,000 |
Proforma results of operations | Proforma results of operations Year Ended December 31, 2021 2020 Pro forma revenues $ 23,329,213 $ 45,344,847 Pro forma operating income (loss) $ 11,477,923 $ (16,627,266 ) Pro forma net income (loss) $ 11,264,238 $ (11,308,866 ) Pro forma net income (loss) attributable to DarkPulse $ 11,912,054 $ (11,367,321 ) |
Optilan Holdco [Member] | |
Business Acquisition [Line Items] | |
Schedule of fair value of assets and liabilities in acquisition | Schedule of fair value of assets and liabilities in acquisition (Amounts in US$’s) Amounts Recognized as of Acquisition Date Measurement Period Adjustments (1) Fair Value Cash $ 736,177 $ (6,000 ) $ 730,177 Accounts receivable 4,619,381 – 4,619,381 Inventory 2,040,887 – 2,040,887 Property & equipment 1,393,274 – 1,393,274 Right-of-use assets 1,385,825 (694,527 ) 691,298 Unbilled revenue 540,321 779,483 1,319,804 Intangible assets: Trade name – 4,033,638 4,033,638 Goodwill 12,181,350 (1,830,489 ) 10,350,861 Total assets 22,891,215 2,288,105 25,179,320 Accounts payable 11,622,018 (174,846 ) 11,447,172 Contract deposits 3,168,493 – 3,168,493 Contract liabilities, current 4,139,193 – 4,139,193 Lease liabilities, current 141,730 – 141,730 Other current liabilities 2,496,725 3,157,478 5,654,203 Lease liabilities, noncurrent 628,529 – 628,529 Total purchase consideration $ 694,527 $ (694,527 ) $ – |
Wildlife Specialists [Member] | |
Business Acquisition [Line Items] | |
Schedule of fair value of assets and liabilities in acquisition | Schedule of fair value of assets and liabilities in acquisition WILDLIFE SPECIALISTS Amounts Measurement (Amounts in US$’s) Recognized as of Acquisition Date Period Adjustments (1) Fair Value Cash $ 33,910 $ (6,098 ) $ 27,812 Accounts receivable 161,866 170,486 332,352 Other current assets 600 20,947 21,547 Property & equipment 99,490 (77,945 ) 21,545 Goodwill 1,191,085 1,597,593 2,788,678 Total assets 1,486,951 1,704,983 3,191,934 Assumed liabilities 393,651 334,950 728,601 Non-controlling interest – 985,333 985,333 Total Consideration for 60% of equity interests $ 1,478,000 $ – $ 1,478,000 |
Schedule of Condensed Consolidated Balance Sheet | Schedule of Condensed Consolidated Balance Sheet WILDLIFE SPECIALISTS Consideration Cash $ 500,000 Common stock 978,000 Purchase price $ 1,478,000 |
Remote Intelligence [Member] | |
Business Acquisition [Line Items] | |
Schedule of fair value of assets and liabilities in acquisition | Schedule of fair value of assets and liabilities in acquisition REMOTE INTELLIGENCE Amounts (Amounts in US$’s) Recognized as of Acquisition Dat Measurement Period Adjustments (1) Fair Value Cash $ 6,158 $ (5,800 ) $ 358 Accounts receivable 24,036 16,024 40,060 Property & equipment 111,636 76,710 188,346 Goodwill 1,729,800 1,080,103 2,809,903 Total assets 1,871,630 1,167,037 3,038,667 Assumed liabilities 393,630 181,704 575,334 Non-controlling interest – 985,333 985,333 Total Consideration for 60% of equity interests $ 1,478,000 $ – $ 1,478,000 |
Schedule of Condensed Consolidated Balance Sheet | Schedule of Condensed Consolidated Balance Sheet REMOTE INTELLIGENCE Consideration Cash $ 500,000 Common stock 978,000 Purchase price $ 1,478,000 |
TJM Electronics West [Member] | |
Business Acquisition [Line Items] | |
Schedule of fair value of assets and liabilities in acquisition | Schedule of fair value of assets and liabilities in acquisition Fair Value Accounts receivable $ 3,400 Property & equipment 91,051 Goodwill 355,549 Total assets 450,000 Total Consideration $ 450,000 |
TerraData Unmanned [Member] | |
Business Acquisition [Line Items] | |
Schedule of fair value of assets and liabilities in acquisition | Schedule of fair value of assets and liabilities in acquisition (Amounts in US$'s) Fair Value Cash $ 8,691 Goodwill 992,049 Total assets 1,000,740 Assumed liabilities 740 Non-controlling interest 400,000 Total Consideration for 60% of equity interests $ 600,000 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of timing of revenue recognition | Schedule of timing of revenue recognition Years Ended December 31, 2021 2020 Timing of revenue recognition: Services and products transferred at a point in time $ 7,783,340 $ – Services and products transferred over time – – Total revenue $ 7,783,340 $ – |
Schedule of revenue by source consisted | Schedule of revenue by source consisted Years Ended December 31, 2021 2020 Revenue by products and services: Products $ 1,533,378 $ – Services 6,249,962 – Total revenue $ 7,783,340 $ – |
Schedule of revenue by geographic destination | Schedule of revenue by geographic destination Years Ended December 31, 2021 2020 Revenue by geography: North America $ 535,407 $ – International 7,247,933 – Total revenue $ 7,783,340 $ – |
Schedule of contract liabilities related to contracts with customers | Schedule of contract liabilities related to contracts with customers Total Balance at December 31, 2020 $ – Additions through advance billings to or payments from vendors – Additions through business acquisition 4,139,193 Revenue recognized from current period advance billings to or payments from vendors – Revenue recognized from amounts acquired through business acquisition (922,631 ) Balance at December 31, 2021 $ 3,216,562 |
CONVERTIBLE DEBT SECURITIES (Ta
CONVERTIBLE DEBT SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | Schedule of convertible debt Face Debt Initial Change Derivative Amount Discount Loss in FMV 12/31/2021 $ 90,228 $ – $ 58,959 $ 19,840 $ 128,370 162,150 – 74,429 35,654 230,692 72,488 – 11,381 15,938 103,130 53,397 – 7,850 (16,767 ) 71,561 Subtotal 378,263 – 152,619 54,665 533,753 Transaction expense – – – – – $ 378,263 $ – $ 152,619 $ 54,665 $ 533,753 |
DEBENTURE (Tables)
DEBENTURE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Future minimum required payments | Future minimum required payments Period ending December 31, 2022 $ – 2023 – 2024 – 2025 – 2026 and after 1,172,364 Total $ 1,172,364 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of operating leases | Schedule of operating leases December 31, Operating leases 2021 2020 Assets ROU operating lease assets $ 2,038,106 $ – Liabilities Current portion of operating lease $ 747,422 $ – Operating lease, net of current portion $ 2,474,530 $ – Total operating lease liabilities $ 3,221,952 $ – |
Schedule of weighted average remaining lease term and weighted average discount rate | Schedule of weighted average remaining lease term and weighted average discount rate Weighted average remaining lease term (years) December 31, 2021 Operating leases 8.25 Weighted average discount rate Operating leases 6.00 |
Schedule of future minimum operating lease payments | Schedule of future minimum operating lease payments 2022 $ 405,924 2023 498,401 2024 463,402 2025 472,343 2026 and later 1,751,345 Total lease payments 3,591,415 Less imputed interest (369,463 ) Total lease obligations 3,221,952 Less current lease obligations (747,422 ) Long-term lease obligations $ 2,474,530 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Schedule of accounts payable and accrued liabilities 2021 2020 Accounts payable $ 7,227,129 $ 519,899 Accrued liabilities 617,142 569,970 $ 7,844,271 $ 1,089,869 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income components | Schedule of income components 2021 2020 Domestic: $ (4,285,237 ) $ (169,282 ) Foreign: (541,083 ) (106,560 ) Total income (loss) before income taxes $ (4,826,320 ) $ (275,842 ) |
Statutory tax rate | Statutory tax rate 2021 2020 Statutory tax rate: U.S. 21.00 21.00 State taxes 2.19 3.63 Foreign rate differential 0.46 0.00 Other (1.81 0.00 Change in valuation allowance: (21.84) (24.63) – – |
Deferred Tax assets and liabilities | Deferred Tax assets and liabilities 2021 2020 Deferred Tax (Liabilities): Net operating losses $ 2,356,871 $ 1,351,897 Intangible assets (170,119 ) – Right of use asset (319,752 ) – Stock based compensation 498,571 – Less: Valuation allowance (2,365,571 ) (1,351,897 ) Deferred tax assets (liabilities) $ – $ – |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details - Patent activity) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Beginning balance | $ 393,990 |
Additions | 0 |
Amortization expense | (51,028) |
Ending balance | 342,962 |
Finite lived assets, net | 342,962 |
Patents [Member] | D P T I Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Ending balance | 342,962 |
Finite lived assets, cost | 904,269 |
Accumulated amortization | (561,307) |
Finite lived assets, net | $ 342,962 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details - Future expected amortization of intangible assets) | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
2022 | $ 51,028 |
2023 | 51,028 |
2024 | 51,028 |
2025 | 51,028 |
2026 | 51,028 |
Thereafter | 87,822 |
Total | $ 342,962 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details - Estimated useful lives) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 8 years |
Property, Plant and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Motor Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details - Antidilutive shares) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 0 | 0 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 0 | 0 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 0 | 0 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Oct. 02, 2021USD ($)shares | Sep. 08, 2021USD ($) | Aug. 30, 2021USD ($)shares | Oct. 25, 2021shares | Oct. 22, 2021shares | Sep. 30, 2021shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Stock Issued During Period, Shares, Acquisitions | shares | 634,778 | 1,596,594 | 3,194,081 | |||||
Patent amortization expense | $ 51,028 | |||||||
Contract liabilities | 3,216,562 | $ 0 | ||||||
Repurchase price | $ 0 | |||||||
United Kingdom, Pounds | ||||||||
Foreign currency translation rates | 1.353583 | |||||||
Foreign currency translation rates during the period | 1.375671 | |||||||
United Kingdom, Pounds | Optilian Acquisition [Member] | ||||||||
Foreign currency translation rates | 1.38138 | |||||||
Canada, Dollars | ||||||||
Foreign currency translation rates | 1.2794 | 1.2754 | ||||||
Foreign currency translation rates during the period | 1.2534 | 1.3388 | ||||||
TJM Electronics West [Member] | ||||||||
Payments to Acquire Equity Method Investments | $ 450,000 | |||||||
Membership Interest Purchase Agreements [Member] | Remote Intelligence [Member] | ||||||||
Number of shares issued | shares | 15,000,000 | |||||||
Payments to Acquire Equity Method Investments | $ 1,000,000 | |||||||
Equity Method Investment, Ownership Percentage | 60.00% | |||||||
Membership Interest Purchase Agreements [Member] | Wildlife Specialists [Member] | ||||||||
Number of shares issued | shares | 15,000,000 | |||||||
Payments to Acquire Equity Method Investments | $ 1,000,000 | |||||||
Equity Method Investment, Ownership Percentage | 60.00% | |||||||
Membership Interest Purchase Agreements [Member] | TerraData Unmanned [Member] | ||||||||
Payments to Acquire Equity Method Investments | $ 400,000 | |||||||
Equity Method Investment, Ownership Percentage | 60.00% | |||||||
Stock Issued During Period, Shares, Acquisitions | shares | 3,725,386 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 4,826,320 | $ 275,842 |
Working capital | 10,120,885 | |
Cash | $ 3,658,846 | $ 337 |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details - Fair value of assets and liabilities) - USD ($) | Dec. 31, 2021 | Jul. 14, 2021 | Apr. 26, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 17,088,501 | $ 0 | ||
Common stock | 519,782 | $ 408,876 | ||
Purchase price | $ 1,980,000 | $ 750,000 | ||
Optilan Holdco 3 Limited [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 730,177 | |||
Accounts receivable | 4,619,381 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 2,040,887 | |||
Property & equipment | 1,393,274 | |||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Right-of-use Assets | 691,298 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 1,319,804 | |||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Trade Name | 4,033,638 | |||
Goodwill | 10,350,861 | |||
Total assets | 25,179,320 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 11,447,172 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Contract Deposits | 3,168,493 | |||
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesContractLiabilities-0] | 4,139,193 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Lease Liabilities | 141,730 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 5,654,203 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 628,529 | |||
Purchase price | 0 | |||
Wildlife Specialists [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 27,812 | |||
Accounts receivable | 332,352 | |||
Property & equipment | 21,545 | |||
Total assets | 3,191,934 | |||
Purchase price | 1,478,000 | |||
Cash | 500,000 | |||
Common stock | 978,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 21,547 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | 728,601 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Liabilities | 985,333 | |||
Total purchase consideration | 1,478,000 | |||
Remote Intelligence [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 358 | |||
Accounts receivable | 40,060 | |||
Property & equipment | 188,346 | |||
Goodwill | 2,809,903 | |||
Total assets | 3,038,667 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Liabilities | 985,333 | |||
Total purchase consideration | 1,478,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 575,334 | |||
TJM Electronics West [Member] | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 3,400 | |||
Property & equipment | 91,051 | |||
Total assets | 450,000 | |||
Total purchase consideration | 450,000 | |||
Goodwill | 355,549 | |||
TerraData Unmanned [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 8,691 | |||
Total assets | 1,000,740 | |||
Cash | 400,000 | |||
Common stock | 200,000 | |||
Total purchase consideration | 600,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 740 | |||
Goodwill | 992,049 | |||
Purchase price | 600,000 | |||
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNonControllingInterest-0] | $ 400,000 |
Proforma results of operations
Proforma results of operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Pro forma revenues | $ 23,329,213 | $ 45,344,847 |
Pro forma operating income (loss) | 11,477,923 | (16,627,266) |
Pro forma net income (loss) | 11,264,238 | (11,308,866) |
Pro forma net income (loss) attributable to DarkPulse | $ 11,912,054 | $ (11,367,321) |
BUSINESS ACQUISITIONS (Detail_2
BUSINESS ACQUISITIONS (Details Narrative) - USD ($) | Oct. 02, 2021 | Sep. 08, 2021 | Aug. 30, 2021 | Oct. 25, 2021 | Oct. 22, 2021 | Sep. 30, 2021 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 634,778 | 1,596,594 | 3,194,081 | |||
TJM Electronics West [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Payments to Acquire Equity Method Investments | $ 450,000 | |||||
Membership Interest Purchase Agreements [Member] | Remote Intelligence [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Stock Issued During Period, Shares, Other | 15,000,000 | |||||
Equity Method Investment, Ownership Percentage | 60.00% | |||||
Payments to Acquire Equity Method Investments | $ 1,000,000 | |||||
Membership Interest Purchase Agreements [Member] | TerraData Unmanned [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 60.00% | |||||
Payments to Acquire Equity Method Investments | $ 400,000 | |||||
Stock Issued During Period, Shares, Acquisitions | 3,725,386 |
REVENUE (Details - Timing of re
REVENUE (Details - Timing of revenue recognition) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 7,783,340 | $ 0 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,783,340 | 0 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 0 | $ 0 |
REVENUE (Details - Revenue by s
REVENUE (Details - Revenue by source) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 7,783,340 | $ 0 |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,533,378 | 0 |
Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 6,249,962 | $ 0 |
REVENUE (Details - Revenue by g
REVENUE (Details - Revenue by geographic destination) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 7,783,340 | $ 0 |
North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 535,407 | 0 |
International [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 7,247,933 | $ 0 |
REVENUE (Details - Contract lia
REVENUE (Details - Contract liabilities) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Beginning balance | $ 0 |
Additions through advance billings to or payments from vendors | 0 |
Contract with Customer, Liability, Increase (Decrease) for Contract Acquired in Business Combination | 4,139,193 |
Contract with Customer, Liability, Revenue Recognized | 0 |
[custom:RevenueRecognizedFromAmountsAcquiredThroughBusinessAcquisition] | (922,631) |
Ending Balance | $ 3,216,562 |
CONVERTIBLE DEBT SECURITIES (De
CONVERTIBLE DEBT SECURITIES (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 14, 2021 | Jun. 03, 2021 | Apr. 26, 2021 | |
Offsetting Assets [Line Items] | |||||
Face amount | $ 378,263 | $ 2,000,000 | $ 100,000 | $ 825,000 | |
Amortization of discount | 515,975 | $ 51,739 | |||
Initial loss | 20,941 | 20,941 | |||
Change in Fair Market Value | 687,124 | 54,623 | |||
Derivative balance | 533,753 | 1,220,880 | |||
Change in Fair Market Value | (687,124) | $ (54,623) | |||
Transaction expense | 0 | ||||
Convertible Debt 1 [Member] | |||||
Offsetting Assets [Line Items] | |||||
Face amount | 90,228 | ||||
Amortization of discount | 0 | ||||
Initial loss | 58,959 | ||||
Change in Fair Market Value | 19,840 | ||||
Derivative balance | 128,370 | ||||
Change in Fair Market Value | (19,840) | ||||
Convertible Debt 2 [Member] | |||||
Offsetting Assets [Line Items] | |||||
Face amount | 162,150 | ||||
Amortization of discount | 0 | ||||
Initial loss | 74,429 | ||||
Change in Fair Market Value | 35,654 | ||||
Derivative balance | 230,692 | ||||
Change in Fair Market Value | (35,654) | ||||
Convertible Debt 3 [Member] | |||||
Offsetting Assets [Line Items] | |||||
Face amount | 72,488 | ||||
Amortization of discount | 0 | ||||
Initial loss | 11,381 | ||||
Change in Fair Market Value | 15,938 | ||||
Derivative balance | 103,130 | ||||
Change in Fair Market Value | (15,938) | ||||
Convertible Debt 4 [Member] | |||||
Offsetting Assets [Line Items] | |||||
Face amount | 53,397 | ||||
Amortization of discount | 0 | ||||
Initial loss | 7,850 | ||||
Change in Fair Market Value | 16,767 | ||||
Derivative balance | 71,561 | ||||
Change in Fair Market Value | (16,767) | ||||
Derivative Liabilities [Member] | |||||
Offsetting Assets [Line Items] | |||||
Face amount | $ 378,263 |
CONVERTIBLE DEBT SECURITIES (_2
CONVERTIBLE DEBT SECURITIES (Details Narrative) - USD ($) | Jul. 19, 2021 | Jul. 14, 2021 | Jul. 14, 2021 | Jul. 12, 2021 | Jul. 12, 2021 | Jun. 04, 2021 | Jun. 03, 2021 | Apr. 30, 2021 | Apr. 16, 2021 | Apr. 05, 2021 | Feb. 18, 2021 | Feb. 11, 2021 | Feb. 03, 2021 | Feb. 02, 2021 | Jan. 25, 2021 | Jan. 14, 2021 | Jan. 04, 2021 | Oct. 07, 2020 | Nov. 17, 2021 | Apr. 26, 2021 | Dec. 31, 2021 | Oct. 07, 2021 | May 19, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt face amount | $ 2,000,000 | $ 2,000,000 | $ 100,000 | $ 825,000 | $ 378,263 | |||||||||||||||||||
Proceeds from convertible debt | $ 1,589,257,888 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 10,497 | $ 93,864 | $ 42,350 | $ 76,656 | $ 825,000 | $ 47,850 | $ 75,436 | $ 56,000 | $ 8,116 | $ 42,000 | $ 28,000 | $ 825,000 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,898,382 | 45,037,115 | 1,784,146 | 12,500,000 | 60,000,000 | 8,065,040 | 220,000,000 | 100,000,000 | 30,999,995 | 150,000,000 | 100,000,000 | 177,375,000 | 177,375,000 | |||||||||||
[custom:PurchasePrice-0] | $ 1,980,000 | $ 1,980,000 | $ 750,000 | |||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 14, 2022 | Jan. 26, 2022 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 6.00% | 10.00% | ||||||||||||||||||||||
Share Price | $ 0.015 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.005 | |||||||||||||||||||||||
Convertible Debt | $ 173,000 | |||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,500,000 | |||||||||||||||||||||||
Convertible debt outstanding | $ 378,263 | $ 931,158 | ||||||||||||||||||||||
Unamortized debt discount | 0 | 35,525 | ||||||||||||||||||||||
Derivative liability | $ 533,753 | $ 1,220,880 | ||||||||||||||||||||||
Geneva Roth 2 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt face amount | $ 47,850 | |||||||||||||||||||||||
Original Issue Discount | $ 12,700 | 4,350 | ||||||||||||||||||||||
Debt issuance costs | 3,500 | $ 3,500 | ||||||||||||||||||||||
Debt stated interest rate | 9.00% | |||||||||||||||||||||||
Proceeds from convertible debt | $ 50,000 | $ 40,000 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 47,850 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 8,065,040 | |||||||||||||||||||||||
Geneva Roth 3 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt face amount | $ 42,350 | |||||||||||||||||||||||
Original Issue Discount | $ 3,850 | |||||||||||||||||||||||
Debt stated interest rate | 8.00% | |||||||||||||||||||||||
Proceeds from convertible debt | $ 35,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 42,350 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,784,146 | |||||||||||||||||||||||
Geneva Roth 4 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt face amount | $ 94,200 | |||||||||||||||||||||||
Original Issue Discount | $ 15,700 | |||||||||||||||||||||||
Debt stated interest rate | 4.50% | |||||||||||||||||||||||
Proceeds from convertible debt | $ 75,000 | |||||||||||||||||||||||
Repayments of Notes Payable | 94,200 | |||||||||||||||||||||||
Geneva Roth 5 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt face amount | $ 76,200 | |||||||||||||||||||||||
Debt stated interest rate | 4.50% | |||||||||||||||||||||||
Proceeds from convertible debt | $ 60,000 | |||||||||||||||||||||||
Repayments of Notes Payable | $ 76,200 | |||||||||||||||||||||||
Geneva Roth 6 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt face amount | 64,200 | |||||||||||||||||||||||
Original Issue Discount | $ 10,700 | |||||||||||||||||||||||
Debt stated interest rate | 450.00% |
DEBENTURE (Details)
DEBENTURE (Details) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 and after | 1,172,364 |
Total | $ 1,172,364 |
DEBENTURE (Details Narrative)
DEBENTURE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Unrealized gain on derivatives | $ 20,941 | $ 20,941 |
Interest expense | 52,538 | 52,538 |
Debenture liability | $ 1,172,364 | $ 1,176,092 |
LEASES (Details - Balance sheet
LEASES (Details - Balance sheet) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
ROU operating lease assets | $ 2,038,106 | $ 0 |
Liabilities | ||
Current portion of operating lease | 747,422 | 0 |
Operating lease, net of current portion | 2,474,530 | 0 |
Total operating lease liabilities | $ 3,221,952 | $ 0 |
LEASES (Details - Other Informa
LEASES (Details - Other Information) | Dec. 31, 2021 |
Leases | |
Operating leases | 8 years 3 months |
Operating leases percentage | 6.00% |
LEASES (Details - Future minimu
LEASES (Details - Future minimum operating lease payments) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2022 | $ 405,924 | |
2023 | 498,401 | |
2024 | 463,402 | |
2025 | 472,343 | |
2026 and later | 1,751,345 | |
Total lease payments | 3,591,415 | |
Less imputed interest | (369,463) | |
Total lease obligations | 3,221,952 | $ 0 |
Less current lease obligations | (747,422) | 0 |
Long-term lease obligations | $ 2,474,530 | $ 0 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Jan. 12, 2021 | Oct. 20, 2021 | Aug. 31, 2021 | May 27, 2021 |
Leases | ||||
Annual rent | $ 50,000 | $ 200,000 | $ 192,000 | $ 85,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts payable and accrued expenses | $ 7,844,271 | $ 1,089,869 |
Accounts Payable [Member] | ||
Accounts payable and accrued expenses | 7,227,129 | 519,899 |
Accrued Liabilities [Member] | ||
Accounts payable and accrued expenses | $ 617,142 | $ 569,970 |
Schedule of income components (
Schedule of income components (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Domestic: | $ (4,285,237) |
Foreign: | (541,083) |
Total income (loss) before income taxes | $ (4,826,320) |
INCOME TAXES (Details - Income
INCOME TAXES (Details - Income tax rate) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. | 21.00% | 21.00% |
State taxes | 2.19% | 3.63% |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 0.46% | 0.00% |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | (1.81%) | 0.00% |
Change in valuation allowance: | (21.84%) | (24.63%) |
Effective Income tax rate | 0.00% | 0.00% |
INCOME TAXES (Details - Deferre
INCOME TAXES (Details - Deferred taxes) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax (Liabilities): | ||
Net operating losses | $ 2,356,871 | $ 1,351,897 |
Intangible assets | (170,119) | 0 |
Less: Valuation allowance | (2,365,571) | (1,351,897) |
Deferred tax assets (liabilities) | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Effective tax rate | 0.00% | 0.00% |
Uncertain tax positions | $ 0 | $ 0 |
Federal And State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 7,448,199 | |
United Kingdom [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 1,414,454 | |
Canada [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 636,852 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Convertible preferred stock - shares authorized | 2,000,000 | 2,000,000 |
Class D Voting Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Convertible preferred stock - shares authorized | 100,000 | 100,000 |
Convertible preferred stock - par value | $ 0.01 | $ 0.01 |
Convertible preferred stock - shares issued | 88,235 | 88,235 |
Convertible preferred stock - shares outstanding | 88,235 | 88,235 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | Oct. 15, 2021 | Oct. 02, 2021 | Sep. 30, 2021 | Sep. 22, 2021 | Aug. 31, 2021 | Aug. 25, 2021 | Jul. 19, 2021 | Jul. 14, 2021 | Jul. 12, 2021 | Jun. 04, 2021 | Apr. 30, 2021 | Apr. 16, 2021 | Feb. 18, 2021 | Feb. 11, 2021 | Feb. 02, 2021 | Jan. 25, 2021 | Jan. 14, 2021 | Nov. 17, 2021 | Oct. 25, 2021 | Oct. 22, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 | |||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Common stock, shares issued | 5,197,821,885 | 4,088,762,151 | |||||||||||||||||||||
Common stock, shares outstanding | 5,197,821,885 | 4,088,762,151 | |||||||||||||||||||||
Common Stock, Other Shares, Outstanding | 4,088,762,156 | ||||||||||||||||||||||
Debt converted, shares issued | 2,898,382 | 45,037,115 | 1,784,146 | 12,500,000 | 60,000,000 | 8,065,040 | 220,000,000 | 100,000,000 | 30,999,995 | 150,000,000 | 100,000,000 | 177,375,000 | 177,375,000 | ||||||||||
Debt converted, amount converted | $ 10,497 | $ 93,864 | $ 42,350 | $ 76,656 | $ 825,000 | $ 47,850 | $ 75,436 | $ 56,000 | $ 8,116 | $ 42,000 | $ 28,000 | $ 825,000 | |||||||||||
Debt converted, interest converted | $ 6,748 | $ 26,246 | $ 260 | $ 2,153 | $ 39,638 | $ 61,875 | |||||||||||||||||
Number of shares issued | 14,282,304 | 37,187,289 | 25,630,272 | 27,297,995 | 31,799,260 | 43,777,478 | |||||||||||||||||
Proceeds from Issuance of Common Stock | $ 2,000,000 | $ 3,000,000 | $ 3,000,000 | $ 14,593,327 | $ 0 | ||||||||||||||||||
Number of shares Acquire | 634,778 | 1,596,594 | 3,194,081 | ||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 250,000 | $ 250,000 | $ 250,000 | 4,026,666 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,055,000 | $ 3,000,000 | 2,538,327 | ||||||||||||||||||||
Convertible debt securities | $ 1,589,257,888 | ||||||||||||||||||||||
Membership Interest Purchase Agreements [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Number of shares Acquire | 15,000,000 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock options options | 0 | 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - shares | Jul. 19, 2021 | Jul. 14, 2021 | Jul. 12, 2021 | Jun. 04, 2021 | Apr. 30, 2021 | Apr. 16, 2021 | Feb. 18, 2021 | Feb. 11, 2021 | Feb. 02, 2021 | Jan. 25, 2021 | Jan. 14, 2021 | Nov. 17, 2021 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,898,382 | 45,037,115 | 1,784,146 | 12,500,000 | 60,000,000 | 8,065,040 | 220,000,000 | 100,000,000 | 30,999,995 | 150,000,000 | 100,000,000 | 177,375,000 | 177,375,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Chief Executive Officer [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Advance from related party | $ 593 | $ 68,254 |