Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jul. 15, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
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 | 815 Walker Street | |||
Entity Address, Address Line Two | Suite 1155 | |||
Entity Address, City or Town | Houston | |||
Entity Address, State or Province | TX | |||
Entity Address, Postal Zip Code | 77002 | |||
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 | $ 40,283,509 | |||
Entity Common Stock, Shares Outstanding | 8,961,842,234 | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction Flag | false | |||
Auditor Firm ID | 6993 | 339 | ||
Auditor Name | BOLADALE LAWAL & CO. | Mazars USA LLP | ||
Auditor Location | Lagos, Nigeria | Fort Washington, PA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 11,912 | $ 2,060,332 |
Accounts receivable, net | 868,948 | 2,952,293 |
Inventory | 0 | 23,825 |
Due from related party | 0 | 318,025 |
Prepaid expenses and other current assets | 76,185 | 180,530 |
Contract assets | 0 | 1,439,844 |
TOTAL CURRENT ASSETS | 957,045 | 6,974,849 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 743,282 | 1,933,871 |
Operating lease right-of-use assets | 496,685 | 2,724,226 |
Patents, net | 253,663 | 267,875 |
Notes receivable, related party | 0 | 1,049,248 |
Investment in related party | 1,500,000 | 1,500,000 |
Joint venture | 0 | 46,724 |
Goodwill | 0 | 6,462,153 |
Other assets, net | 161,677 | 689,869 |
Intangible assets, net | 0 | 390,330 |
TOTAL NON-CURRENT ASSETS | 3,155,307 | 15,064,296 |
TOTAL ASSETS | 4,112,352 | 22,039,145 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 15,663,272 | 10,736,373 |
Contract liabilities | 0 | 2,215,212 |
Loss provision for contracts in progress | 0 | 945,928 |
Convertible notes, net | 120,925 | 378,263 |
Notes payable, current | 1,923,868 | 2,000,000 |
Derivative liability | 108,958 | 306,467 |
Loan payable, current | 570,487 | 472,700 |
Loan payable, related party | 361,747 | 361,747 |
Secured debenture, current | 183,208 | 136,353 |
Operating lease liabilities - current | 80,400 | 512,373 |
Other current liabilities | 70,461 | 472,217 |
TOTAL CURRENT LIABILITIES | 19,083,326 | 18,537,633 |
NON-CURRENT LIABILITIES: | ||
Secured debenture | 916,042 | 954,474 |
Loan payable | 291,968 | 328,508 |
Operating lease liabilities - non-current | 496,335 | 2,547,524 |
TOTAL NON-CURRENT LIABILITIES | 1,704,345 | 3,830,506 |
TOTAL LIABILITIES | 20,787,671 | 22,368,139 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock, par value $0.0001, 20,000,000,000 shares authorized, 8,100,117,720 and 6,427,395,360 shares issued as of December 31, 2023 and December 31, 2022, respectively, | 798,346 | 642,740 |
Treasury stock at cost, 100,000 shares at December 31, 2023 and December 31, 2022 | (1,000) | (1,000) |
Additional paid-in capital | 49,733,618 | 44,602,052 |
Common Stock to be issued | 205,000 | 0 |
Non-controlling interests | 1,217,410 | 2,119,566 |
Accumulated other comprehensive income (loss) | (1,253,356) | (1,137,902) |
Accumulated deficit | (67,376,221) | (46,555,334) |
TOTAL STOCKHOLDERS' DEFICIT | (16,675,319) | (328,994) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 4,112,352 | 22,039,145 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock value issued | 1 | 1 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock value issued | $ 883 | $ 883 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000,000 | 20,000,000,000 |
Common stock shares issued | 8,100,117,720 | 6,427,395,360 |
Treasury stock shares | 100,000 | 100,000 |
Series A Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 100 | 100 |
Preferred stock shares issued | 100 | 100 |
Preferred stock shares outstanding | 100 | 100 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 100,000 | 100,000 |
Preferred stock shares issued | 88,235 | 88,235 |
Preferred stock shares outstanding | 88,235 | 88,235 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
REVENUES | $ 2,020,971 | $ 9,100,255 |
COST OF REVENUES | 2,446,756 | 14,543,529 |
GROSS PROFIT (LOSS) | (425,785) | (5,443,274) |
OPERATING EXPENSES: | ||
Selling, general and administrative | 2,033,861 | 4,966,702 |
Salaries, wages and payroll taxes | 2,630,225 | 7,457,491 |
Professional fees | 3,109,717 | 3,718,171 |
Depreciation and amortization | 523,147 | 1,568,405 |
Bad debt expense | 5,248,218 | 0 |
Impairment expense | 6,948,350 | 12,222,598 |
Gain on forgiveness of payables | 0 | (312,685) |
TOTAL OPERATING EXPENSES | 20,493,518 | 29,620,682 |
OPERATING LOSS | (20,919,303) | (35,063,956) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (642,506) | (621,132) |
Loss on deconsolidation | (1,642,146) | 0 |
Change in fair market of derivative liabilities | 167,582 | 227,286 |
Loss on equity investment | (159,849) | (56,781) |
Gain on the forgiveness of debt | 1,484,799 | 0 |
Foreign currency exchange rate variance | (11,620) | (2,922) |
TOTAL OTHER INCOME (EXPENSE) | (803,740) | (453,549) |
Net loss | (21,723,043) | (35,517,505) |
Net loss attributable to non-controlling interests | 902,156 | 238,661 |
Net loss attributable to Darkpulse, Inc. | $ (20,820,887) | $ (35,278,844) |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss per share - basic | $ 0 | $ (0.01) |
Net loss per share - diluted | $ 0 | $ (0.01) |
Weighted average common shares outstanding - basic | 7,411,100,872 | 5,713,495,965 |
Weighted average common shares outstanding - diluted | 7,411,100,872 | 5,713,495,965 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
NET LOSS | $ (21,723,043) | $ (35,517,505) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Foreign currency translation | (115,454) | (853,439) |
COMPREHENSIVE LOSS | $ (21,838,497) | $ (36,370,944) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series D [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 0 | $ 883 | $ 519,782 | $ 0 | $ (1,000) | $ 20,248,703 | $ 2,358,227 | $ (284,463) | $ (11,276,490) | $ 11,565,642 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 0 | 88,235 | 5,197,821,885 | 0 | 100,000 | |||||
Conversion of convertible notes | ||||||||||
Issuance of preferred shares | $ 1 | (1) | ||||||||
[custom:IssuanceOfPreferredSharesShares] | 100 | |||||||||
Common stock issued for cash | $ 125,975 | 24,150,333 | 24,276,308 | |||||||
Stock Issued During Period, Shares, New Issues | 1,259,746,466 | |||||||||
Common shares returned and cancelled | $ (3,390) | 3,390 | ||||||||
Stock Repurchased and Retired During Period, Shares | (33,898,377) | |||||||||
Common stock issue for TerraData acquisition | $ 373 | 199,627 | 200,000 | |||||||
Stock Issued During Period, Shares, Acquisitions | 3,725,386 | |||||||||
Foreign currency adjustment | (853,439) | (853,433) | ||||||||
Net loss | (238,661) | (35,278,844) | (35,517,505) | |||||||
Ending balance, value at Dec. 31, 2022 | $ 1 | $ 883 | $ 642,740 | $ (1,000) | 44,602,052 | 2,119,566 | (1,137,902) | (46,555,334) | (328,994) | |
Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 100 | 88,235 | 6,427,395,360 | 0 | 100,000 | |||||
Common stock issued for cash, net of fees | $ 137,573 | 3,364,699 | 3,502,272 | |||||||
[custom:CommonStockIssuedForCashNetOfFeesShares] | 1,375,722,360 | |||||||||
Issuance of common stock for legal settlement | $ 29,700 | 1,960,200 | 1,989,900 | |||||||
[custom:IssuanceOfCommonStockForLegalSettlementShares] | 297,000,000 | |||||||||
Foreign currency adjustment | (115,454) | (115,454) | ||||||||
Net loss | (902,156) | (20,820,887) | (21,723,043) | |||||||
Common Stock to be issued | (11,667) | 205,000 | (193,333) | (115,454) | ||||||
Ending balance, value at Dec. 31, 2023 | $ 1 | $ 883 | $ 798,346 | $ 205,000 | $ (1,000) | $ 49,733,618 | $ 1,217,410 | $ (1,253,356) | $ (67,376,221) | $ (16,675,319) |
Shares, Outstanding, Ending Balance at Dec. 31, 2023 | 100 | 88,235 | 8,100,117,720 | 0 | 100,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (21,723,043) | $ (35,517,505) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 523,147 | 1,568,405 |
Gain on forgiveness of payables and liabilities | 0 | (312,685) |
Change in fair market of derivative liabilities | (167,582) | (227,286) |
Impairment of goodwill and intangible assets | 6,948,350 | 12,222,598 |
Loss on equity investment | 159,849 | 56,781 |
Issuance of common stock for legal settlement | 1,989,900 | 0 |
Bad debt expense | 5,248,218 | 0 |
Loss on deconsolidation | 1,642,146 | 0 |
Operating lease expense | 657,848 | 0 |
Gain on forgiveness of debt | (1,484,799) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,762,213) | 1,498,978 |
Inventory | 23,825 | (11,877) |
Contract assets | 1,494,163 | (835,161) |
Prepaid expenses and other assets | 108,345 | 154,245 |
Contract liabilities | (2,348,773) | 3,498,906 |
Loss provision for contracts in progress | (974,031) | 784,469 |
Accounts payable and accrued expenses | 4,802,434 | (2,609,891) |
Operating lease liabilities, net | (2,463,942) | (412,587) |
Other current liabilities | (401,756) | 0 |
Other assets | 2,074,700 | 0 |
Other liabilities | 0 | (1,556,932) |
Net cash used in operating activities | (5,653,214) | (21,738,542) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (102,350) | (2,074,627) |
Investment in related party | 0 | (1,500,000) |
Investment in joint venture | (113,125) | (103,505) |
Issuance of note receivable, related party | 0 | (1,049,248) |
Advances to related party | (318,025) | |
Net cash used in investing activities | (215,475) | (5,045,405) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock, net of fees | 3,502,272 | 24,276,308 |
Proceeds from convertible notes | 145,000 | 0 |
Net repayments of loan payable | (14,885) | (110,507) |
Net cash provided by financing activities | 3,632,387 | 24,165,801 |
Net change in cash | (2,236,303) | (2,618,146) |
Effect of exchange rate on cash | 187,883 | 1,019,632 |
Cash at beginning of year | 2,060,332 | 3,658,846 |
Cash at end of year | 11,912 | 2,060,332 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 47,948 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash financing and investing activities: | ||
Stock issued for acquisition of TerraData | $ 0 | $ 200,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (20,820,887) | $ (35,278,844) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF FINANCIAL STATEMENT PR
BASIS OF FINANCIAL STATEMENT PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
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. The Company’s subsidiaries consist of DarkPulse UK, Ltd which Remote Intelligence, LLC, a company headquartered in Pennsylvania who provides unmanned aerial drone and unmanned ground crawler (UGC) services to a variety of clients from industrial mapping and ecosystem services, to search and rescue, to pipeline security; Wildlife Specialists, LLC, a company headquartered in Pennsylvania who provides clients with comprehensive wildlife and environmental assessment, planning, and monitoring services; TerraData Unmanned, PLLC, a company headquartered in Florida who custom manufactures NDAA compliant drones and unmanned ground crawlers to meet the needs of its customers; and DarkPulse Manufacturing formerly TJM Electronics West, Inc., a company headquartered in Arizona who is a U.S. manufacturer and tester of advanced electronics, cables and sub-assemblies specializing in advanced package and complex CCA and hardware. Liquidation/winding up of Optilan (UK) Limited On May 3, 2023, Eversheds Sutherland (International) LLP, a creditor of Optilan (UK) Limited, filed a petition to wind up (“Winding up Petition”) Optilan (UK) Limited, a wholly owned subsidiary of the Company’s Subsidiary, Optilan HoldCo 3 Limited, and the matter was due to be heard in the Portsmouth Combined Court Centre on June 28, 2023. On June 28, 2023, the High Court of Justice in the United Kingdom issued a winding-up order for the liquidation and winding up of the affairs of Optilan (UK) Limited (“Optilan Liquidation”). In conjunction with the order, the court appointed the Official Receiver’s Office (“OR”) to take the appointment as liquidator of Optilan (UK) Limited and take control of Optilan (UK) Limited’s assets. At the same time the court appointed the OR to take the appointment as liquidator of Optilan (UK) Limited. The OR has taken control of Optilan (UK) Limited’s assets. To date the ORs Office has initiated contact with Optilan but we still wait to receive details of the individual who will be taking the role of OR. On July 3, 2023, Optilan (UK) Limited received a letter from The Insolvency Service, an executive agency sponsored by the Department for Business and Trade located in the U.K. Pursuant to the letter of The Insolvency Services, the Company was required to provide information relating to Optilan (UK) Limited to the Official Receiver’s Office (a government body of Plymouth, the United Kingdom) and attend an interview with staff of the Official Receiver’s Office to review the prospect of recovering the assets of Optilan (UK) Limited for the benefit of creditors. The interview occurred July 18, 2023. The Company is an Unsecured creditor of Optilan (UK) Limited and is at risk of losing any repayment of obligations due from Optilan (UK) Limited because there are several intercompany relationships between the Company and Optilan (UK) Limited, the financial impact of any future claims and liabilities may not be known for several months. The Company has approximately $ 19.4 million On August 9, 2023, Evelyn Partners was appointed Joint Liquidator. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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, 2022 and 2021 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. 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. 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 The Company evaluates its relationships with other entities to identify whether they are variable interest entities (“VIE”) as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, assumptions used to calculate derivative liabilities, revenue recognition and impairment of long-lived assets. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Cash The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such a financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Accounts Receivable Accounts receivable and contract assets include amounts billed to customers under the terms and provisions of the contracts. Most billings are determined based on contractual terms. As is common practice in the industry, the Company classifies all accounts receivable and contract assets, including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year. Contract assets include amounts billed to customers under retention provisions in construction contracts. Such provisions are standard in the Company’s industry and usually allow for a portion of progress billings on the contract price, typically 5-10%, to be withheld by the customer until after the Company has completed work on the project. Billings for such retention balances at each balance sheet date are finalized and collected after project completion. Generally, unbilled amounts will be billed and collected within one year. The Company determined that there are no material amounts due past one year and no material amounts billed but not expected to be collected within one year. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2023 and 2022, the Company determined that the allowance for doubtful accounts was $ 0 3,320,983 Accounts receivable includes retainage amounts for the portion of the contract price earned by us for work performed but held for payment by the customer as a form of security until we reach certain construction milestones or complete the project. As of December 31, 2023 and 2022, retainage receivable was $ 0 824,777 Foreign Currency Translation The Company’s reporting currency is US Dollars. The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, British Pound (“GBP”) as the functional currency, as well as the Turkish lira, Emiraes Dirham, Azerbajani Manat and Indian Rupee. The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, Canadian Dollar (“CAD”) as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations as foreign currency exchange variance. The relevant translation rates are as follows: for the year ended December 31, 2023 a closing rate at 1.2197 1.2384 1.27 The relevant translation rates are as follows: for the year ended December 31, 2022 a closing rate at 1.20582 1.23710 1.375103 US$: CAD. 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. Indefinite-lived intangible assets established in connection with business combinations consist of the tradename. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other During the year ended December 31, 2022, management determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s reporting unit may not be recoverable. The qualitative assessment was primarily due to underperformance of the Company’s subsidiaries as compared to the Company’s initial projections at the time of each respective acquisition. Specifically, in 2022 the Company determined that certain revenue targets would not be achieved and anticipated costs to complete projects were higher than forecasted. As such, the Company compared the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $ 12,222,598 During the year ended December 31, 2023, as a result of Optilan Liquidation as described in Note 1, management determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s reporting unit may not be recoverable. The qualitative assessment was primarily due to the customer contracts held by Optilan (UK) Limited and the associated revenue projections by the UK subsidiary that is subject to the potential winding up. As such, the Company compared the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $ 6,948,349 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 services, which consist primarily of advanced technology solutions for integrated communications and security systems, as well as habitat management. The Company’s sales of products are primarily generated from our TJM subsidiaries. Sales of products and services are separate from one another. At contract inception, we assess the goods and services promised in the contract with customers and identify a performance obligation for each. To determine the performance obligation, we consider all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration expected to be received in exchange for transferring goods and services. We recognize service revenues as the performance obligations are met, which is generally as milestones are satisfied over time. We generally recognize product revenues at the time of shipment, provided that all other revenue recognition criteria have been met. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company considers each individual sale of service contract to be its own performance obligation. Services in the contract are highly interdependent and interrelated, and the successful completion of each milestone is necessary for the overall success of the contract. Therefore, each milestone is not separately identifiable from other promises in the contract, and not distinct and ultimately not individual performance obligations. The Company records revenue over time using the input measure as it is the most faithful depiction of an entity’s performance because it directly measures the value of the goods and services transferred to the customer. The Company utilizes the Right to Invoice for these contracts, as the pricing structure is based on various milestones that are specified in the contract. These milestones include Construction Phase Plan, Start of the construction phase, installation phase, site surveys, fiber splicing, recoveries, and closeouts. There are specified payments associated with these milestones in the contract, and the value allocated is commensurate with work done. In the event that there are advances such as upfront retainers and not based on the value, those are recorded as contract liabilities. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Cost of Revenues Cost of revenues consists primarily of materials and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. Cost of revenues also includes direct labor attributable to revenue service arrangements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company has not experienced any losses related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of December 31, 2022, one customer accounted for 38 As of December 31, 2023, one customer accounted for 39 Leases 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, 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. Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company’s derivative liability is a Level 3 liability measured at fair value on a recurring basis. See Note 10. Equity Investments The Company uses the equity method to account for investments in which it has the ability to exercise significant influence over the investee’s operating and financial policies, or in which its holds a partnership or limited liability company interest in an entity with specific ownership accounts, unless it has virtually no influence over the investee’s operating and financial policies. The Company follows the guidance in ASC 323-10-30-2, Joint Ventures, which prescribes the use of the equity method for investments in joint ventures where the Company has significant influence. Equity method investments are recorded at cost and are adjusted to recognize (1) the Company’s share, based on percentage ownership or other contractual basis, of the investee’s net income or loss after the date of investment, (2) amortization of the recorded investment that exceeds the Company’s share of the book value of the investee’s net assets, (3) additional contributions made and dividends received, and (4) impairments resulting from other-than-temporary declines in fair value. Gain (loss) on equity investment includes realized gains or losses upon the sale of the investment and are included as other income (expense) in the consolidated statements of operations and comprehensive (loss). Per ASC 323-10-30-2, Joint Ventures are accounted for using the equity method, in which the Company initially records its investment at cost, including transaction costs. Under the equity method, an investment in common stock and in-substance common stock is presented on the balance sheet of an investor as a single amount. However, any difference between the cost of the investment and the underlying equity in net assets of an investee — commonly referred to as a basis difference — should be accounted for as if the investee were a consolidated subsidiary. Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, Definition of Settlement 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 2023 and 2022, however may be subject to certain penalties. The Company has filed tax returns in Canada for the year ended December 31, 2018, and they are still subject to audit. Non-controlling Interests Non-controlling interests are classified as a separate component of equity in the Company's consolidated balance sheets and statements of changes in stockholders’ equity. Net income (loss) and comprehensive income (loss) attributable to non-controlling interests are reflected separately from consolidated net income (loss) and comprehensive income (loss) in the consolidated statements of comprehensive income (loss) and statements of changes in stockholders’ equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. The Company has non-controlling interests via its subsidiaries TerraData, Remote Intelligence and Wildlife Specialists. During the years ended December 31, 2023 and 2022, the Company recorded a loss of $ 902,156 238,661 Comprehensive Loss Comprehensive loss includes net loss well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. During the years ended December 31, 2023 and 2022, the Company’s only element of other comprehensive loss was foreign currency translation. Stock-based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 718, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Further, ASC Topic 718, provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718, such as the repricing of share options, which would revalue those options and the accounting for the cancellation of an equity award whether a replacement award or other valuable consideration is issued in conjunction with the cancellation. If not, the cancellation is viewed as a replacement and not a modification, with a repurchase price of $0 . Loss Per Common Share The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share Schedule of anti dilutive shares Years Ended 2023 2022 Convertible notes 210,081,967 65,827,695 Series D preferred stock 176,470 176,470 210,258,437 66,004,165 Recently Issued Accounting Pronouncements 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 In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 on January 1, 2022 and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 3 – LIQUIDITY AND GOING CONCERN The Company generated net losses of $ 21,723,043 and $ 35,517,505 during the years ended December 31, 2023 and 2022, respectively, and net cash used in operating activities of $ 5,653,214 and $ 21,738,542 , respectively. As of December 31, 2023, the Company’s current liabilities exceeded its current assets by $ 18,126,281 and an accumulated deficit of $ 67,376,221 . As of December 31, 2023, the Company had $ 11,912 The Company will require additional funding during the next twelve months to finance the growth of its current operations and achieve its strategic objectives. These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create substantial doubt as to the Company’s ability to continue as a going concern. The Company is seeking to raise additional capital principally through private placement offerings and is targeting strategic partners in an effort to finalize the development of its products and begin generating revenues. The ability of the Company to continue as a going concern is dependent upon the success of future capital offerings or alternative financing arrangements or expansion of its operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations for twelve months from the issuance date of these consolidated financial statements. However, management cannot make any assurances that such financing will be secured. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 4 – REVENUE The following table is a summary of the Company’s timing of revenue recognition for the years ended December 31, 2023 and 2022: Schedule of timing of revenue Years Ended 2023 2022 Services and products transferred at a point in time $ 788,179 $ 3,843,276 Services and products transferred over time 1,232,792 5,256,979 Total revenue $ 2,020,971 $ 9,100,255 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, 2023 and 2022: Schedule of revenue by source Years Ended 2023 2022 Products $ 329,400 560,407 Services 1,691,571 8,539,849 Total revenue $ 2,020,971 $ 9,100,255 Revenue by geographic destination consisted of the following for the for the years ended December 31, 2023 and 2022: Schedule of revenue by geographic destination Years Ended 2023 2022 North America $ 437,536 $ 1,585,568 United Kingdom 1,583,435 5,894,060 Rest of world – 1,620,627 Total revenue $ 2,020,971 $ 9,100,255 Contracts Contract revenue is recognized over time using the cost-to-cost measure of progress for fixed price contracts. The cost-to-cost measure of progress best depicts the continuous transfer of control of goods or services to the customer. The contractual terms provide that the customer compensates the Company for services rendered. Contract costs include all direct materials, labor and subcontracted costs, as well as indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and the costs of capital equipment. The cost estimation and review process for recognizing revenue over time under the cost-to- cost method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and profit recognition. Changes in these factors could result in revisions to revenue and costs of revenue in the period in which the revisions are determined on a prospective basis, which could materially affect the Company’s consolidated results of operations for that period. Provisions for losses on uncompleted contracts are recorded in the period in which such losses are determined. Performance Obligations A performance obligation is a contractual promise to transfer a distinct good or service to the customer and is the unit of account under Accounting Standards Codification (“ASC”) Topic 606. The transaction price of a contract is allocated to distinct performance obligations and recognized as revenue when or as the performance obligations are satisfied. The Company’s contracts often require significant integrated services and, even when delivering multiple distinct services, are generally accounted for as a single performance obligation. Contract amendments and change orders are generally not distinct from the existing contract due to the significant integrated service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. The majority of the Company’s performance obligations are completed within one year. When more than one contract is entered into with a customer on or close to the same date, the Company evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as more than one performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts, which could change the amount of revenue and profit recognition in a given period depending upon the outcome of the evaluation. As of December 31, 2022, the Company had backlog of approximately $7,079,000. During the year ended December 31, 2022, there was approximately $4,200,000 in revenue recognized pertaining to backlog as of December 31, 2021. Contract Assets and Liabilities The Company bill its customers based on contractual terms, including, milestone billings based on the completion of certain phases of the work. Sometimes, billing occurs after revenue recognition, resulting in unbilled revenue, which is accounted for as a contract asset. Sometimes the Company receives advances payments from our customers before revenue is recognized, resulting in deferred revenue, which is accounted for as a contract liability. Contract assets in the consolidated balance sheets represents costs and estimated earnings in excess of billings, which arise when revenue has been recorded but the amount has not been billed. Contract assets consist of the following: Schedule of contract assets and liabilities December 31, 2023 2022 Costs and estimated earnings in excess of billings on uncompleted contracts $ – $ 1,439,844 Total contract assets $ – $ 1,439,844 Contract liabilities consist of the following: December 31, 2023 2022 Billings in excess of costs and estimated earnings on uncompleted contracts $ – $ 2,215,212 Total contract liabilities $ – $ 2,215,212 Contract assets and liabilities on December 31, 2023 are $ 0 The following table is a summary of the Company’s activity of contract liabilities related to contracts with customers. Rollforward of contract liabilities Total Balance at December 31, 2021 $ 6,019,371 Additions through advance billings to or payments from vendors 3,710,528 Revenue recognized from current period advance billings to or payments from vendors (7,514,687 ) Balance at December 31, 2022 2,215,212 Deconsolidation (2,215,212 ) Balance at December 31, 2023 $ – Variable Consideration Transaction pricing for the Company’s contracts may include variable consideration, such as unapproved change orders, claims, incentives and liquidated damages. Management estimates variable consideration for a performance obligation utilizing estimation methods that best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Management’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based on past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer, legal evaluations and all other relevant information that is reasonably available. The effect of a change in variable consideration on the transaction price of a performance obligation is typically recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders, claims and liquidated damages reflected in transaction price are not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 5 – ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: Schedule of accounts receivable December 31, 2023 2022 Accounts receivable $ 868,948 $ 6,273,276 Less: Allowance for doubtful accounts – (3,320,983 ) Accounts receivable, net $ 868,948 $ 2,952,293 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 – PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: Schedule of property and equipment, net December 31, 2023 2022 Property and equipment $ 1,092,870 $ 3,942,421 Leasehold improvements 46,934 46,934 Property and equipment at cost 1,139,804 3,989,355 Less - accumulated depreciation (396,522 ) (2,055,484 ) Property and equipment, net $ 743,282 $ 1,933,871 Depreciation expenses was $ 508,935 1,331,972 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 7 - GOODWILL AND INTANGIBLE ASSETS Goodwill The following is a summary of activity of goodwill for the years ended December 31, 2023 and 2022: Schedule of changes in carrying amount of goodwill Goodwill Balances at December 31, 2021 17,088,501 Impairment (9,519,143 ) Foreign exchange translation (1,107,205 ) Balances at December 31, 2022 $ 6,462,153 Impairment of goodwill (6,948,349 ) Foreign currency translation 306,196 Balances at December 31, 2023 $ – Intangible Assets, Net In connection with the Optilan acquisition, the Company recognized an intangible asset, a trade name, of $4,033,638. The trade name has a useful life of 25 years. During the Company’s impairment analysis at December 31, 2022 (see Note 2), the Company recorded impairment of the trade name of $2,703,456. The following is a summary of intangible assets, net: Summary of intangible assets December 31, 2023 2022 Trade name per business combination $ 4,033,638 $ 4,033,638 Impairment (3,059,716 ) (2,703,456 ) Less: accumulated amortization (195,416 ) (161,346 ) Foreign exchange translation (778,506 ) (778,506 ) Intangible assets, net $ – $ 390,330 Amortization expense was $ 34,070 161,346 Patents - Intrusion Detection Intellectual Property The Company relies on patent laws and restrictions on disclosure to protect its intellectual property rights. As of December 31, 2023 and 2022, 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 years ended December 31, 2023 and 2022, the Company had patent amortization costs on its intrusion detection technology totaling $ 14,212 75,087 7 to 16 The DPTI issued patents cover a System and Method for Brillouin Analysis, a System and Method for Resolution Enhancement of a Distributed Sensor, and a Flexible Fiber Optic Deformation System Sensor and Method. Maintenance of intellectual property rights and the protection thereof is important to our business. Any patents that may be issued may not sufficiently protect the Company's intellectual property and third parties may challenge any issued patents. Other parties may independently develop similar or competing technology or design around any patents that may be issued to the Company. The Company cannot be certain that the steps it has taken will prevent the misappropriation of its intellectual property, particularly in foreign countries where the laws may not protect proprietary rights as fully as in the United States. Further, the Company may be required to enforce its intellectual property or other proprietary rights through litigation, which, regardless of success, could result in substantial costs and diversion of management's attention. Additionally, there may be existing patents of which the Company is unaware that could be pertinent to its business, and it is not possible to know whether there are patent applications pending that the Company's products might infringe upon, since these applications are often not publicly available until a patent is issued or published. The following is a summary of the DPTI patents as of December 31, 2023 and 2022: Schedule of patents December 31, 2023 2022 Patents $ 904,269 $ 904,269 Less: accumulated amortization (650,606 ) (636,394 ) Patents, net $ 253,663 $ 267,875 Future expected amortization of patents is as follows: Schedule of future amortization of intangible assets As of December 31, 2024 51,028 2025 51,028 2026 51,028 2027 51,028 Thereafter 49,551 Total patents $ 253,663 |
JOINT VENTURE
JOINT VENTURE | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
JOINT VENTURE | NOTE 8 – JOINT VENTURE On September 9, 2022, the Company entered into a Joint Venture Agreement with Neural Signals Inc, (“NSI”), for the purpose of developing, marketing and selling products and services based on the patents issued to NSI. The parties established the Joint Venture, Neural Logistics Inc., under a separate entity to conduct business. The Company has 50 During the year ended December 31, 2023, the Company contributed $ 113,124 159,849 103,505 51,753 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consists of the following Schedule of accounts payable and accrued expenses December 31, 2023 2022 Accounts payable $ 13,721,561 $ 8,677,648 Accrued liabilities 1,941,711 2,058,725 Total accounts payable and accrued expenses $ 15,663,272 $ 10,736,373 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 10 – DEBT Convertible Notes The Company uses the Black-Scholes Model to calculate the derivative value of its convertible debt. The valuation result generated On August 7, 2023, the Company entered into a convertible note for a principal of $ 57,750 10 39 On September 29, 2023, the Company entered into a convertible note for a principal of $ 57,750 10 39 (see Note 15). On December 4, 2023, the Company entered into a convertible note for a principal of $ 51,150 10 39 As of December 31, 2023 and, 2022, there was $ 166,650 378,263 12,025 and $ 0 of the debt discount was amortized. The summary of convertible notes are: Schedule of convertible notes 2023 2022 Principal Outstanding $ 166,650 $ 378,263 Less: unamortized debt discount (45,725 ) – Convertible notes, net $ 120,925 $ 378,263 The table below details the Company's outstanding convertible notes and related derivative liability: Outstanding convertible notes and derivative liability Face Amount Derivative Liability 12/31/2023 12/31/2022 12/31/2023 12/31/2022 1800 Diagonal Lending $ 166,650 $ – $ 108,958 $ – Carebourn – 90,228 – 71,410 Carebourn – 162,150 – 128,331 More Capital – 72,488 – 57,369 EMA – 53,397 – 49,357 $ 166,650 $ 378,263 $ 108,958 $ 306,467 During the years ended December 31, 2023 and 2022, change in fair value of the derivative liability was $167,582 and $227,286, respectively. The following is a summary of the derivative liability: Schedule of derivative liability Derivative Liability Balances at December 31, 2021 $ 533,753 Change in fair value (227,286 ) Balances at December 31, 2022 306,467 Loss on issuance of debt 17,928 Issuance of convertible note - 1800 Diagonal Lending 58,939 Change in fair value (167,582 ) EMA settlement (106,794 ) Balances at December 31, 2023 $ 108,958 Notes Payable On July 14, 2021, the Company entered a Securities Purchase Agreement (the “ GS SPA 2,000,000 GS Note July 14, 2022 6 1,923,868 2,000,000 Loans Payable The Company’s RI and WS subsidiaries have various loans including Small Business Association (“SBA”) Economic Injury Disaster Loan (“EIDL’) loans, lines of credit and other advances. The loans bear interest with varying rates up to 9.25% per annum. The following is a summary of the loans payable at December 31, 2023 and 2022: Schedule of loans payable December 31, 2023 2022 RI - line of credit $ 153,358 $ 99,971 RI - Short-term loans 46,544 43,899 WS - line of credit 218,616 200,000 WS - Short-term loans 151,970 128,830 Loans payable, current $ 570,487 $ 472,700 RI - SBA EIDL $ 102,597 $ 102,597 RI - long-term loans 65,533 86,041 WS - SBA EIDL 26,307 26,307 WS - long-term loans 97,532 113,564 Loans payable, non-current $ 291,968 $ 328,508 |
SECURED DEBENTURE
SECURED DEBENTURE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SECURED DEBENTURE | NOTE 11 – SECURED DEBENTURE DPTI issued a convertible Debenture to the University (see Note 1) in exchange for the Patents assigned to the Company, in the amount of Canadian $1,500,000, or US $1,491,923 on December 16, 2010, the date of the Debenture. On April 24, 2017 DPTI issued a replacement secured term Debenture in the same CAD 1,500,000 amount as the original Debenture. The interest rate is the Bank of Canada Prime overnight rate plus 1% per annum. The Debenture had an initial required payment of CAD 42,000 (US$33,385) due on April 24, 2018 for reimbursement to the University of its research and development costs, and this has been paid. Interest-only maintenance payments are due annually starting after April 24, 2018. Payment of the principal begins on the earlier of (a) three years following two consecutive quarters of positive earnings before interest, taxes, depreciation and amortization, (b) six years from April 24, 2017, or (c) in the event DPTI fails to raise defined capital amounts or secure defined contract amounts by April 24 in the years 2018, 2019, and 2020. The Company has raised funds in excess of the amount required for 2020, 2019 and 2018. 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 Debenture also includes a provision requiring DPTI to pay the University a 2% royalty on sales of any and all products or services which incorporate the Patents for a period of five years from April 24, 2018. To date, no royalties have been paid. For the years ended December 31, 2023 and 2022, the Company recorded interest expense of $ 66,813 36,307 As of December 31, 2023, the outstanding balance of the debenture liability totaled $ 1,099,250 1,090,827 Future minimum required payments over the next five years and thereafter are as follows: Schedule of future minimum required payments Period ending December 31, 2023 $ 183,208 2024 183,208 2025 183,208 2026 183,208 2027 183,208 Thereafter 183,208 Total $ 1,099,250 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | NOTE 12 – LEASES The following was included in our balance sheet as of December 31, 2023 and 2022: Schedule of operating leases December 31, Operating leases 2023 2022 Assets ROU operating lease assets $ 496,685 $ 2,724,226 Liabilities Current portion of operating lease $ 80,400 $ 512,373 Operating lease, net of current portion 496,335 2,547,524 Total operating lease liabilities $ 576,735 $ 3,059,897 The weighted average remaining lease term and weighted average discount rate at December 31, 2023 and 2022 were as follows: Schedule of weighted average remaining lease term and weighted average discount rate December 31, Operating leases 2023 2022 Weighted average remaining lease term (years) 7.75 7.25 Weighted average discount rate 6.00 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 On March 9, 2022, the Company entered into an operating lease agreement to rent office space in Houston, Texas. This ten-year agreement commenced March 9. 2022 with an annual rent of approximately $ 81,000 On June 28, 2023, the Company recognized a gain on deconsolidation of $1,642,146 related to Optilan (UK) and its subsidiaries leases. The following table reconciles future minimum operating lease payments to the discounted lease liability as of December 31, 2023: Schedule of future minimum operating lease payments Years Ended December 31, 2024 82,597 2025 84,726 2026 86,853 2027 and later 393,495 Total lease payments 736,650 Less imputed interest (159,915 ) Total lease obligations 576,735 Less current lease obligations (80,400 ) Long-term lease obligations $ 496,335 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDERS' DEFICIT: | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 13 – STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock In accordance with the Company’s bylaws, the Company has authorized a total of 2,000,000 0.01 88,335 88,335 Common Stock In accordance with the Company’s bylaws, the Company has authorized a total of 20,000,000,000 0.0001 8,100,117,720 6,427,395,360 8,100,117,720 6,427,395,360 2022 Transactions On May 27, 2022 we entered an Equity Financing Agreement (the “ EFA RRA Registration Statement The RRA provides that we shall (i) use our best efforts to file with the SEC a Registration Statement within 45 days of the date of the GHS Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the SEC within 30 days after the date the GHS Registration Statement is filed with the SEC, but in no event more than 90 days after the GHS Registration Statement is filed. 2023 Transactions On April 28, 2023 the Company entered into an Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common Stock over the course of 12 months at 92% of the current market price. On June 13, 2023 the Company entered into an Amendment to the 2023 Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common Stock over the course of 12 months at 92% of the current market price. On July 10,2023 the Company entered into a Second Amendment to the 2023 Equity Financing Agreement with GHS, to which GHS agreed to purchase up to $30,000,000 in shares of our Common Stock over the course of 12 months at 92% of the current market price. On September 5, 2023, we entered into a Stock Purchase Agreement with an investor for the purchase of 100,000,000 shares of Common Stock for a total consideration of $100,000. The RRA provides that we shall (i) use our best efforts to file with the SEC a Registration Statement within 45 days of the date of the GHS Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the SEC within 30 days after the date the GHS Registration Statement is filed with the SEC, but in no event more than 90 days after the GHS Registration Statement is filed. The below table of puts from 1/12/2023 through 4/11/2023 were made by the Company under the 2022 EFA during 2023. The put from 4/28/2023 was made under the EFA dated 4/28/2023. The puts from 6/26/2023 and 7/3/2023 were made by the Company under the Amended EFA dated June 13, 2023. The 7/10/2023 put was made by the Company under the Second Amended EFA dated July 10, 2023. Schedule of equity financing agreement Date of Put Number of Common Shares Issued Total Proceeds, Net of Discounts Effective Price per Share Net Proceeds 1/12/2023 64,130,435 $ 400,000 $0.006237 $ 370,975 1/17/2023* 11,441,647 100,000 $0.008740 100,000 1/24/2023 77,733,861 400,000 $0.005146 370,975 2/3/2023 61,173,706 300,000 $0.004904 277,975 2/17/2023 75,447,571 300,000 $0.003976 277,975 3/1/2023 83,113,044 324,000 $0.003898 300,295 3/16/2023 93,165,852 254,232 $0.002729 235,410 3/30/2023 65,465,384 166,903 $0.002549 154,195 4/11/2023 67,462,162 203,554 $0.003017 188,279 4/28/2023 91,796,875 235,000 $0.002560 208,550 6/26/2023 44,583,334 214,000 $0.004800 141,020 7/3/2023 51,442,308 274,058 $0.004200 257,020 7/10/2023 28,593,750 91,500 $0.003200 85,094 9/5/2023* 100,000,000 100,000 $0.001000 100,000 11/7/2023* 55,555,555 50,000 $0.000900 50,000 11/8/2023* 33,333,333 30,000 $0.000900 30,000 11/14/2023 18,997,442 25,180 $0.001325 22,392 11/22/2023 29,685,620 34,717 $0.001169 31,262 11/29/2023* 55,555,555 50,000 $0.000900 50,000 11/30/2023* 27,777,777 25,000 $0.000900 25,000 12/1/2023* 33,333,333 30,000 $0.000900 30,000 12/1/2023 51,275,586 47,973 $0.000936 43,590 12/11/2023 87,136,216 108,019 $0.001240 99,433 12/27/2023 67,522,014 57,909 $0.000858 52,830 1,375,722,360 $ 3,822,044 $ 3,502,272 In January 2023, the Company entered into a settlement of a dispute between certain stockholders in which the Company decided, during the period ended June 30, 2023, to issue shares to settle the dispute. In January 2023, the Company issued 297,000,000 1,989,900 0.0067 Stock Options As of December 31, 2023 and 2022, the Company had no |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 – INCOME TAXES The domestic and foreign components of loss before (benefit) provision for income taxes were as follows: Schedule of provision for income taxes 2023 2022 Domestic: $ (11,676,768 ) $ (13,141,019 ) Foreign: (7,133,368 ) (22,376,486 ) Total income (loss) before income taxes $ (18,810,136 ) $ (35,517,505 ) The provision for income taxes for the years ended December 31, 2023 and 2022 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, 2023 and 2022: Schedule of statutory rate 2023 2022 Statutory tax rate: U.S. 21.00 21.00 State taxes 1.36 1.36 Foreign rate differential 1.26 1.26 Goodwill impairment -7.33 -7.33 NOLs carryforward adjustment 3.61 3.61 Other -0.22 -0.22 Change in valuation allowance: -19.67 -19.67 – – The Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows: Schedule of deferred tax assets and liabilities 2023 2022 Deferred Tax (Liabilities): Net operating losses $ 8,964,470 $ 9,033,067 Intangible assets (736,905 ) (441,543 ) Right of use asset 84,170 84,256 Stock based compensation 424,681 424,681 Property and equipment 497,037 248,362 Other 11,077 8,227 Less: Valuation allowance (9,244,530 ) (9,357,049 ) Deferred tax assets (liabilities) $ – $ – The 26,485,942 4.8 million 15.9 million The company also has net operating losses in the UK of $ 22,085,338 636,852 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, 2023 and 2022, 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, 2023 and 2022, the Company had no uncertain tax positions. The Company does not anticipate any significant changes to the total amounts of unrecognized tax benefits in the next twelve months. The Company files income tax returns in New Brunswick, Canada, and the U.S. federal, New York, and Delaware and the UK jurisdictions. Tax years 2012 to current remain open to examination by Canadian authorities; the tax year 2020 remains open to examination by U.S. authorities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – 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 Carebourn Capital, L.P. v. DarkPulse, Inc. On or about January 29, 2021, Carebourn Capital, L.P. (“ Carebourn On or about August 31, 2021, the Company answered Carebourn’s complaint and interposed affirmative defenses, including that Carebourn was an unregistered “dealer,” as such term is defined in the Securities Exchange Act of 1934 (“ Exchange Act On or about April 21, 2023, the State Court ruled in the Company’s favor on its motion for partial summary judgment on its Exchange Act defense, holding that (i) Carebourn is a “dealer” under the Exchange Act in violation of the mandatory registration requirement imposed thereby, and (ii) all contracts between the parties are void. On or about November 17, 2023, the State Court ruled in the Company’s favor on its motion for summary judgment on its Minnesota Securities Act counterclaims against Carebourn and awarded damages for Carebourn’s violation of Minn. Stat. § 80A.76(d) in the amount of $124,012.91, attorney’s fees in the amount of $239,923.33 and costs in the amount of $23,757.24 (or a total award in the amount of $387,693.48). On or about March 23, 2024, Carebourn appealed the final judgment entered by the State Court against Carebourn and in favor of the Company. On or about March 25, 2024, the Minnesota Appellate Court entered an Order, noting that Minn. R. Civ. App. P. 104.01 provides that appeals must be taken within 60 days of the date of the final judgment and, therefore, it appears that Carebourn failed to timely take its appeal. The Appellate Court requested the parties submit informal briefing in response to two questions: (a) Did the time to appeal the December 27, 2024 amended judgment expire on February 26, 2024; and (b) If the answer to (a) is yes, must this appeal be dismissed as untimely. On or about April 4, 2024, DarkPulse filed its informal briefing in response with the Appellate Court. The Company is currently awaiting a decision from the Appellate Court. As of the date hereof, Carebourn has refused to voluntarily satisfy the final judgment. Accordingly, the Company intends to exercise all legal rights and remedies available to it to collect the amounts awarded. DarkPulse intends to continue to exercise all legal rights and remedies available to it to collect the amounts awarded should Carebourn fail to voluntarily pay the same. More Capital, LLC v. DarkPulse, Inc. et al On or about June 29, 2021, More Capital, LLC (“ More On or about September 3, 2021, the Company answered More’s complaint and interposed affirmative defenses, including that More was an unregistered “dealer,” as such term is defined in the Exchange Act and, therefore, all contracts between the parties arising from or related to the securities purchase agreement and convertible promissory note sold to More on or about August 20, 2018 were void pursuant to the Exchange Act. The Company also asserted counterclaims against More under the Minnesota Securities Act. On or about December 11, 2023, the Minnesota State Court ruled in the Company’s favor on its motion for summary judgment on its (a) Exchange Act defense, holding that (1) More is a “dealer” under the Exchange Act in violation of the mandatory registration requirement imposed thereby, and (ii) all contracts between the parties are void, and (b) Minnesota Securities Act counterclaims against More and awarded damages for More’s violation of Minn. Stat. § 80A.76(d) in the amount of $300,809.39, attorney’s fees in the amount of $110,029.00 and costs in the amount of $210.25 (or a total award in the amount of $412,048.64). On or about March 23, 2024, More appealed the final judgment entered by the State Court against More and in favor of the Company. On or about March 25, 2024, the Minnesota Appellate Court entered an Order, noting that Minn. R. Civ. App. P. 104.01 provides that appeals must be taken within 60 days of the date of the final judgment and, therefore, it appears that More failed to timely take its appeal. The Appellate Court requested the parties submit informal briefing in response to two questions: (a) Did the time to appeal the December 27, 2024 amended judgment expire on February 26, 2024; and (b) If the answer to (a) is yes, must this appeal be dismissed as untimely. On or about April 4, 2024, DarkPulse filed its informal briefing in response with the Appellate Court. The Company is currently awaiting a decision from the Appellate Court. As of April 1, 2024, the final judgment had not yet been satisfied by More, nor had a judgment been entered that stayed enforcement of that judgment. Accordingly, the Company took actions to enforce and collect the judgment including, inter alia As of the date hereof, More has refused to voluntarily satisfy the final judgement. Accordingly, the Company intends to exercise all legal rights and remedies available to it to collect the amounts awarded. Carebourn Capital et al v. Standard Registrar and Transfer et al On or about May 20, 2022, Carebourn and More (together with Carebourn, the “ Noteholders On or about November 23, 2022, the Company and the members of the Company’s executive team and board of directors named in this action moved to dismiss the Noteholders’ complaint. On or about February 21, 2023, the Court granted the Company’s motion to dismiss in part and stayed the action pending resolution of the motion for summary judgment brought by the U.S. Securities and Exchange Commission against Carebourn in the United States District Court for the District of Minnesota. On or about November 1, 2023, the Noteholders moved to dismiss the action. On or about November 2, 2023, the Company moved for sanctions against the Noteholders and their counsel of record. On or about December 4, 2023, the Court entered an order granting dismissal of the Noteholders’ claims with prejudice. The Court acknowledged that notwithstanding its dismissal of the Noteholders’ claims, the Court continues to retain jurisdiction over the Noteholders because of DarkPulse’s pending motion for sanctions against the Noteholders and their attorneys. On May 22, 2024, the Court scheduled oral arguments on the Company’s sanction motion on July 2, 2024. DarkPulse, Inc. v. FirstFire Global Opportunities Fund, LLC, and Eli Fireman On or about December 31, 2021, the Company commenced an action against FirstFire Global Opportunities Fund, LLC (“ FirstFire Fireman FirstFire Defendants On or about May 5, 2022, the Company amended its complaint against the FirstFire Defendants. The amended complaint alleges that the FirstFire Defendants were liable to the Company for rescission of certain convertible promissory notes and transitions effected thereunder and damages pursuant to the Racketeer Influenced and Corrupt Organizations Act (“ RICO On or about January 17, 2023, the Court granted the FirstFire Defendants’ motion to dismiss the Company’s operative pleading. Later on the same day, the Company appealed the Court’s decision to the United States Court of Appeals for the Second Circuit (“ Second Circuit Oral arguments were held before the Second Circuit on the Company’s appeal on December 11, 2023. On March 28, 2024, the Second Circuit issued its decision and found that the District Court (a) properly found that the Delaware forum-selection clause was enforceable but, thereafter, (b) improperly made a ruling on the merits of the Company’s claims for relief. As a result, the Second Circuit affirmed the District Court’s decision in part, vacated in part and remanded the case back to the District Court for transferring to the United States District Court for the District of Delaware. As of the date hereof, this action has not yet transferred to the Delaware Court. The Company remains committed to actively litigating its claims for relief under RICO. DarkPulse, Inc., et al v. Crown Bridge Partners, LLC, et al On or about September 23, 2022, the Company, Social Life Network, Inc. and Redhawk Holdings Corp. commenced an action against Crown Bridge Partners, LLC (“ Crown Bridge Crown Bridge Defendants On or about September 29, 2023, the Court granted the Crown Bridge Defendants’ motion to dismiss the plaintiffs’ complaint. On October 23, 2023, the plaintiffs appealed the Court’s decision to the Second Circuit. As of the date hereof, the appeal is fully briefed. The Company remains committed to actively litigating its claims for relief under RICO. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16 – 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 year ended December 31, 2023 and 2022, certain executives of the Company received $ 120,000 and $ 270,000 , respectively, in Directors fees from Optilan for being members of Optilan’s Board of Directors. Remote Intelligence and Wildlife Specialists Loan Payables RI has a loan payable with the former majority shareholder, who is a shareholder in the Company after the acquisition of 60% of RI’s membership interests. The loan is unsecured, non-interest bearing and due on demand. As of both year ended 2023 and 2022, the outstanding balance was $ 226,247 WS has a loan payable with the former majority shareholder, who is a shareholder in the Company after the acquisition of 60% of WS’s membership interests. The loan is unsecured, non-interest bearing and due on demand. As of both year ended 2023 and 2022, the outstanding balance was $ 135,500 On October 12, 2022, the Company entered into and closed the Purchase Agreement (the “Agreement”) pursuant to which the Company purchased 2,623,120 4,298,496 1,500,000 As of December 31, 2023 and December 31, 2022, the Company’s $ 1,500,000 In addition to the payment of the Purchase Price, the Company also assumed the following obligations: (i) responsibility for all of SPAC’s public company reporting obligations, (ii) the right to provide an extension payment and extend the deadline of the SPAC to complete an initial business combination from 15 months from August 9, 2021 to 18 months for an additional $1,150,000, and (iii) all other obligations and liabilities of the Original Sponsor related to the SPAC. The principal balance of this note shall be payable by GSD on the earlier to occur of: (i) the date on which GSD consummates its initial business combination (the “Business Combination”) and (ii) the date that the winding up of GSD is effective. The note does not bear interest. On February 7, 2023 and March 9, 2023, GSD issued a non-convertible promissory note in the aggregate principal amount of $ 167,894 As of December 31, 2023 and December 31, 2022, the outstanding note receivable was $ 0 1,049,248 As of December 31, 2023 and 2022, the Company has $ 0 318,025 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS On January 8, 2024 the Company issued 52,162,997 shares to a third party in exchange for cash in accordance with its equity agreement. On January 23, 2024, the BCA was terminated by mutual consent of the parties thereto. Although, as the Sponsor of GSD, the Company still owns all of the issued and outstanding shares of Class B Common Stock of GSD, all legal rights the Company had under the BCA have been terminated. On February 12, 2024, February 13, 2024 and February 14, 2024 the Company executed a convertible note from a third party, into 36,363,636, 32,786,885 and 42,117,347 shares respectively, in accordance with its Securities Purchase Agreement. On February 28, 2024, we entered into a Stock Purchase Agreement with an investor for the purchase of 178,571,428 shares of Common Stock for a total consideration of $100,000. On March 28, 2024 the Company issued 27,777,777 shares to a third party of in accordance with the Securities Purchase Agreement Dated November 30, 2023. On April 9, 2024 the court dismissed both Carebourn and Moore’s appeal that concluded the original judgment case in which DarkPulse won its counterclaims. The Company is now actively enforcing the judgments. On May 2, 2024, we entered into a Stock Purchase Agreement with an investor for the purchase of 104,166,667 shares of Common Stock for a total consideration of $50,000. On May 20, 2024 the company entered into a Stock Purchase Agreements with investors for the purchase of 288,888,889 shares of Common Stock for a total consideration of $130,000. On May 23, 2024 the company entered into a Stock Purchase Agreement with an investor for the purchase of 22,222,222 shares of Common Stock for a total consideration of $10,000. On June 9, 2024 the company entered into a Stock Purchase Agreement with an investor for the purchase of 48,888,888 shares of Common Stock for a total consideration of $22,000. On June 18, 2024 the company entered into a Stock Purchase Agreement with an investor for the purchase of 22,222,222 shares of Common Stock for a total consideration of $10,000. On July 1, 2024 the company entered into a Stock Purchase Agreement with an investor for the purchase of 111,111,111 shares of Common Stock for a total consideration of $50,000. On July 9, 2024 the company entered into a Stock Purchase Agreement with an investor for the purchase of 111,111,111 shares of Common Stock for a total consideration of $50,000. On July 12, 2024 the company entered into a Stock Purchase Agreement with an investor for the purchase of 33,333,333 shares of Common Stock for a total consideration of $15,000. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2022 and 2021 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. 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. 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 The Company evaluates its relationships with other entities to identify whether they are variable interest entities (“VIE”) as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, assumptions used to calculate derivative liabilities, revenue recognition and impairment of long-lived assets. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Cash | Cash The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such a financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. |
Accounts Receivable | Accounts Receivable Accounts receivable and contract assets include amounts billed to customers under the terms and provisions of the contracts. Most billings are determined based on contractual terms. As is common practice in the industry, the Company classifies all accounts receivable and contract assets, including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year. Contract assets include amounts billed to customers under retention provisions in construction contracts. Such provisions are standard in the Company’s industry and usually allow for a portion of progress billings on the contract price, typically 5-10%, to be withheld by the customer until after the Company has completed work on the project. Billings for such retention balances at each balance sheet date are finalized and collected after project completion. Generally, unbilled amounts will be billed and collected within one year. The Company determined that there are no material amounts due past one year and no material amounts billed but not expected to be collected within one year. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2023 and 2022, the Company determined that the allowance for doubtful accounts was $ 0 3,320,983 Accounts receivable includes retainage amounts for the portion of the contract price earned by us for work performed but held for payment by the customer as a form of security until we reach certain construction milestones or complete the project. As of December 31, 2023 and 2022, retainage receivable was $ 0 824,777 |
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, as well as the Turkish lira, Emiraes Dirham, Azerbajani Manat and Indian Rupee. The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, Canadian Dollar (“CAD”) as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations as foreign currency exchange variance. The relevant translation rates are as follows: for the year ended December 31, 2023 a closing rate at 1.2197 1.2384 1.27 The relevant translation rates are as follows: for the year ended December 31, 2022 a closing rate at 1.20582 1.23710 1.375103 US$: CAD. |
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. Indefinite-lived intangible assets established in connection with business combinations consist of the tradename. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other During the year ended December 31, 2022, management determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s reporting unit may not be recoverable. The qualitative assessment was primarily due to underperformance of the Company’s subsidiaries as compared to the Company’s initial projections at the time of each respective acquisition. Specifically, in 2022 the Company determined that certain revenue targets would not be achieved and anticipated costs to complete projects were higher than forecasted. As such, the Company compared the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $ 12,222,598 During the year ended December 31, 2023, as a result of Optilan Liquidation as described in Note 1, management determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s reporting unit may not be recoverable. The qualitative assessment was primarily due to the customer contracts held by Optilan (UK) Limited and the associated revenue projections by the UK subsidiary that is subject to the potential winding up. As such, the Company compared the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $ 6,948,349 |
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 services, which consist primarily of advanced technology solutions for integrated communications and security systems, as well as habitat management. The Company’s sales of products are primarily generated from our TJM subsidiaries. Sales of products and services are separate from one another. At contract inception, we assess the goods and services promised in the contract with customers and identify a performance obligation for each. To determine the performance obligation, we consider all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration expected to be received in exchange for transferring goods and services. We recognize service revenues as the performance obligations are met, which is generally as milestones are satisfied over time. We generally recognize product revenues at the time of shipment, provided that all other revenue recognition criteria have been met. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company considers each individual sale of service contract to be its own performance obligation. Services in the contract are highly interdependent and interrelated, and the successful completion of each milestone is necessary for the overall success of the contract. Therefore, each milestone is not separately identifiable from other promises in the contract, and not distinct and ultimately not individual performance obligations. The Company records revenue over time using the input measure as it is the most faithful depiction of an entity’s performance because it directly measures the value of the goods and services transferred to the customer. The Company utilizes the Right to Invoice for these contracts, as the pricing structure is based on various milestones that are specified in the contract. These milestones include Construction Phase Plan, Start of the construction phase, installation phase, site surveys, fiber splicing, recoveries, and closeouts. There are specified payments associated with these milestones in the contract, and the value allocated is commensurate with work done. In the event that there are advances such as upfront retainers and not based on the value, those are recorded as contract liabilities. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient |
Cost of Revenues | Cost of Revenues Cost of revenues consists primarily of materials and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. Cost of revenues also includes direct labor attributable to revenue service arrangements. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company has not experienced any losses related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of December 31, 2022, one customer accounted for 38 As of December 31, 2023, one customer accounted for 39 |
Leases | Leases 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, |
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. Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company’s derivative liability is a Level 3 liability measured at fair value on a recurring basis. See Note 10. |
Equity Investments | Equity Investments The Company uses the equity method to account for investments in which it has the ability to exercise significant influence over the investee’s operating and financial policies, or in which its holds a partnership or limited liability company interest in an entity with specific ownership accounts, unless it has virtually no influence over the investee’s operating and financial policies. The Company follows the guidance in ASC 323-10-30-2, Joint Ventures, which prescribes the use of the equity method for investments in joint ventures where the Company has significant influence. Equity method investments are recorded at cost and are adjusted to recognize (1) the Company’s share, based on percentage ownership or other contractual basis, of the investee’s net income or loss after the date of investment, (2) amortization of the recorded investment that exceeds the Company’s share of the book value of the investee’s net assets, (3) additional contributions made and dividends received, and (4) impairments resulting from other-than-temporary declines in fair value. Gain (loss) on equity investment includes realized gains or losses upon the sale of the investment and are included as other income (expense) in the consolidated statements of operations and comprehensive (loss). Per ASC 323-10-30-2, Joint Ventures are accounted for using the equity method, in which the Company initially records its investment at cost, including transaction costs. Under the equity method, an investment in common stock and in-substance common stock is presented on the balance sheet of an investor as a single amount. However, any difference between the cost of the investment and the underlying equity in net assets of an investee — commonly referred to as a basis difference — should be accounted for as if the investee were a consolidated subsidiary. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, Definition of Settlement 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 2023 and 2022, however may be subject to certain penalties. The Company has filed tax returns in Canada for the year ended December 31, 2018, and they are still subject to audit. |
Non-controlling Interests | Non-controlling Interests Non-controlling interests are classified as a separate component of equity in the Company's consolidated balance sheets and statements of changes in stockholders’ equity. Net income (loss) and comprehensive income (loss) attributable to non-controlling interests are reflected separately from consolidated net income (loss) and comprehensive income (loss) in the consolidated statements of comprehensive income (loss) and statements of changes in stockholders’ equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. The Company has non-controlling interests via its subsidiaries TerraData, Remote Intelligence and Wildlife Specialists. During the years ended December 31, 2023 and 2022, the Company recorded a loss of $ 902,156 238,661 |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. During the years ended December 31, 2023 and 2022, the Company’s only element of other comprehensive loss was foreign currency translation. |
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 . |
Loss Per Common Share | Loss Per Common Share The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share Schedule of anti dilutive shares Years Ended 2023 2022 Convertible notes 210,081,967 65,827,695 Series D preferred stock 176,470 176,470 210,258,437 66,004,165 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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 In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 on January 1, 2022 and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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 anti dilutive shares | Schedule of anti dilutive shares Years Ended 2023 2022 Convertible notes 210,081,967 65,827,695 Series D preferred stock 176,470 176,470 210,258,437 66,004,165 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of timing of revenue | Schedule of timing of revenue Years Ended 2023 2022 Services and products transferred at a point in time $ 788,179 $ 3,843,276 Services and products transferred over time 1,232,792 5,256,979 Total revenue $ 2,020,971 $ 9,100,255 |
Schedule of revenue by source | Schedule of revenue by source Years Ended 2023 2022 Products $ 329,400 560,407 Services 1,691,571 8,539,849 Total revenue $ 2,020,971 $ 9,100,255 |
Schedule of revenue by geographic destination | Schedule of revenue by geographic destination Years Ended 2023 2022 North America $ 437,536 $ 1,585,568 United Kingdom 1,583,435 5,894,060 Rest of world – 1,620,627 Total revenue $ 2,020,971 $ 9,100,255 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | Schedule of contract assets and liabilities December 31, 2023 2022 Costs and estimated earnings in excess of billings on uncompleted contracts $ – $ 1,439,844 Total contract assets $ – $ 1,439,844 Contract liabilities consist of the following: December 31, 2023 2022 Billings in excess of costs and estimated earnings on uncompleted contracts $ – $ 2,215,212 Total contract liabilities $ – $ 2,215,212 |
REVENUES (Details - Rollforward of Contract Liabilities) | Rollforward of contract liabilities Total Balance at December 31, 2021 $ 6,019,371 Additions through advance billings to or payments from vendors 3,710,528 Revenue recognized from current period advance billings to or payments from vendors (7,514,687 ) Balance at December 31, 2022 2,215,212 Deconsolidation (2,215,212 ) Balance at December 31, 2023 $ – |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Schedule of accounts receivable December 31, 2023 2022 Accounts receivable $ 868,948 $ 6,273,276 Less: Allowance for doubtful accounts – (3,320,983 ) Accounts receivable, net $ 868,948 $ 2,952,293 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Schedule of property and equipment, net December 31, 2023 2022 Property and equipment $ 1,092,870 $ 3,942,421 Leasehold improvements 46,934 46,934 Property and equipment at cost 1,139,804 3,989,355 Less - accumulated depreciation (396,522 ) (2,055,484 ) Property and equipment, net $ 743,282 $ 1,933,871 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | Schedule of changes in carrying amount of goodwill Goodwill Balances at December 31, 2021 17,088,501 Impairment (9,519,143 ) Foreign exchange translation (1,107,205 ) Balances at December 31, 2022 $ 6,462,153 Impairment of goodwill (6,948,349 ) Foreign currency translation 306,196 Balances at December 31, 2023 $ – |
GOODWILL AND INTANGIBLE ASSETS (Details - Intangible assets) | Summary of intangible assets December 31, 2023 2022 Trade name per business combination $ 4,033,638 $ 4,033,638 Impairment (3,059,716 ) (2,703,456 ) Less: accumulated amortization (195,416 ) (161,346 ) Foreign exchange translation (778,506 ) (778,506 ) Intangible assets, net $ – $ 390,330 |
Schedule of patents | Schedule of patents December 31, 2023 2022 Patents $ 904,269 $ 904,269 Less: accumulated amortization (650,606 ) (636,394 ) Patents, net $ 253,663 $ 267,875 |
Schedule of future amortization of intangible assets | Schedule of future amortization of intangible assets As of December 31, 2024 51,028 2025 51,028 2026 51,028 2027 51,028 Thereafter 49,551 Total patents $ 253,663 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Schedule of accounts payable and accrued expenses December 31, 2023 2022 Accounts payable $ 13,721,561 $ 8,677,648 Accrued liabilities 1,941,711 2,058,725 Total accounts payable and accrued expenses $ 15,663,272 $ 10,736,373 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes | Schedule of convertible notes 2023 2022 Principal Outstanding $ 166,650 $ 378,263 Less: unamortized debt discount (45,725 ) – Convertible notes, net $ 120,925 $ 378,263 |
Outstanding convertible notes and derivative liability | Outstanding convertible notes and derivative liability Face Amount Derivative Liability 12/31/2023 12/31/2022 12/31/2023 12/31/2022 1800 Diagonal Lending $ 166,650 $ – $ 108,958 $ – Carebourn – 90,228 – 71,410 Carebourn – 162,150 – 128,331 More Capital – 72,488 – 57,369 EMA – 53,397 – 49,357 $ 166,650 $ 378,263 $ 108,958 $ 306,467 |
Schedule of derivative liability | Schedule of derivative liability Derivative Liability Balances at December 31, 2021 $ 533,753 Change in fair value (227,286 ) Balances at December 31, 2022 306,467 Loss on issuance of debt 17,928 Issuance of convertible note - 1800 Diagonal Lending 58,939 Change in fair value (167,582 ) EMA settlement (106,794 ) Balances at December 31, 2023 $ 108,958 |
Schedule of loans payable | Schedule of loans payable December 31, 2023 2022 RI - line of credit $ 153,358 $ 99,971 RI - Short-term loans 46,544 43,899 WS - line of credit 218,616 200,000 WS - Short-term loans 151,970 128,830 Loans payable, current $ 570,487 $ 472,700 RI - SBA EIDL $ 102,597 $ 102,597 RI - long-term loans 65,533 86,041 WS - SBA EIDL 26,307 26,307 WS - long-term loans 97,532 113,564 Loans payable, non-current $ 291,968 $ 328,508 |
SECURED DEBENTURE (Tables)
SECURED DEBENTURE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of future minimum required payments | Schedule of future minimum required payments Period ending December 31, 2023 $ 183,208 2024 183,208 2025 183,208 2026 183,208 2027 183,208 Thereafter 183,208 Total $ 1,099,250 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of operating leases | Schedule of operating leases December 31, Operating leases 2023 2022 Assets ROU operating lease assets $ 496,685 $ 2,724,226 Liabilities Current portion of operating lease $ 80,400 $ 512,373 Operating lease, net of current portion 496,335 2,547,524 Total operating lease liabilities $ 576,735 $ 3,059,897 |
Schedule of weighted average remaining lease term and weighted average discount rate | Schedule of weighted average remaining lease term and weighted average discount rate December 31, Operating leases 2023 2022 Weighted average remaining lease term (years) 7.75 7.25 Weighted average discount rate 6.00 6.00 |
Schedule of future minimum operating lease payments | Schedule of future minimum operating lease payments Years Ended December 31, 2024 82,597 2025 84,726 2026 86,853 2027 and later 393,495 Total lease payments 736,650 Less imputed interest (159,915 ) Total lease obligations 576,735 Less current lease obligations (80,400 ) Long-term lease obligations $ 496,335 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDERS' DEFICIT: | |
Schedule of equity financing agreement | Schedule of equity financing agreement Date of Put Number of Common Shares Issued Total Proceeds, Net of Discounts Effective Price per Share Net Proceeds 1/12/2023 64,130,435 $ 400,000 $0.006237 $ 370,975 1/17/2023* 11,441,647 100,000 $0.008740 100,000 1/24/2023 77,733,861 400,000 $0.005146 370,975 2/3/2023 61,173,706 300,000 $0.004904 277,975 2/17/2023 75,447,571 300,000 $0.003976 277,975 3/1/2023 83,113,044 324,000 $0.003898 300,295 3/16/2023 93,165,852 254,232 $0.002729 235,410 3/30/2023 65,465,384 166,903 $0.002549 154,195 4/11/2023 67,462,162 203,554 $0.003017 188,279 4/28/2023 91,796,875 235,000 $0.002560 208,550 6/26/2023 44,583,334 214,000 $0.004800 141,020 7/3/2023 51,442,308 274,058 $0.004200 257,020 7/10/2023 28,593,750 91,500 $0.003200 85,094 9/5/2023* 100,000,000 100,000 $0.001000 100,000 11/7/2023* 55,555,555 50,000 $0.000900 50,000 11/8/2023* 33,333,333 30,000 $0.000900 30,000 11/14/2023 18,997,442 25,180 $0.001325 22,392 11/22/2023 29,685,620 34,717 $0.001169 31,262 11/29/2023* 55,555,555 50,000 $0.000900 50,000 11/30/2023* 27,777,777 25,000 $0.000900 25,000 12/1/2023* 33,333,333 30,000 $0.000900 30,000 12/1/2023 51,275,586 47,973 $0.000936 43,590 12/11/2023 87,136,216 108,019 $0.001240 99,433 12/27/2023 67,522,014 57,909 $0.000858 52,830 1,375,722,360 $ 3,822,044 $ 3,502,272 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Schedule of provision for income taxes 2023 2022 Domestic: $ (11,676,768 ) $ (13,141,019 ) Foreign: (7,133,368 ) (22,376,486 ) Total income (loss) before income taxes $ (18,810,136 ) $ (35,517,505 ) |
Schedule of statutory rate | Schedule of statutory rate 2023 2022 Statutory tax rate: U.S. 21.00 21.00 State taxes 1.36 1.36 Foreign rate differential 1.26 1.26 Goodwill impairment -7.33 -7.33 NOLs carryforward adjustment 3.61 3.61 Other -0.22 -0.22 Change in valuation allowance: -19.67 -19.67 – – |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities 2023 2022 Deferred Tax (Liabilities): Net operating losses $ 8,964,470 $ 9,033,067 Intangible assets (736,905 ) (441,543 ) Right of use asset 84,170 84,256 Stock based compensation 424,681 424,681 Property and equipment 497,037 248,362 Other 11,077 8,227 Less: Valuation allowance (9,244,530 ) (9,357,049 ) Deferred tax assets (liabilities) $ – $ – |
BASIS OF FINANCIAL STATEMENT _2
BASIS OF FINANCIAL STATEMENT PRESENTATION (Details Narrative) | Dec. 31, 2023 USD ($) |
Optilan [Member] | |
Intercompany payable | $ 19,400,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details - Estimated useful lives) | 12 Months Ended |
Dec. 31, 2023 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 |
Plant And Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4-8 |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 |
Motor Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details - Antidilutive shares) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 210,258,437 | 66,004,165 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 210,081,967 | 65,827,695 |
Series D Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 176,470 | 176,470 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |||||
Oct. 01, 2021 USD ($) shares | Sep. 08, 2021 USD ($) | Aug. 30, 2021 USD ($) shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 02, 2021 | |
Product Information [Line Items] | ||||||
Allowance for doubtful accounts | $ 0 | $ 3,320,983 | ||||
Retainage receivable | 0 | 824,777 | ||||
Goodwill and Intangible Asset Impairment | 6,948,350 | 12,222,598 | ||||
Loss attributable to non-controlling interests | $ 902,156 | $ 238,661 | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 39% | 38% | ||||
United Kingdom, Pounds | ||||||
Product Information [Line Items] | ||||||
Foreign currency translation rates | 1.2197 | 1.20582 | ||||
Foreign currency translation rates | 1.2384 | 1.23710 | ||||
Canada, Dollars | ||||||
Product Information [Line Items] | ||||||
Foreign currency translation rates | 1.27 | |||||
Canada, Dollars | Optilian Acquisition [Member] | ||||||
Product Information [Line Items] | ||||||
Foreign currency translation rates | 1.375103 | |||||
Terra Data Unmanned [Member] | ||||||
Product Information [Line Items] | ||||||
Equity method investments | $ 400,000 | |||||
Number of shares acquisition | shares | 3,725,386 | |||||
Optilan UK [Member] | ||||||
Product Information [Line Items] | ||||||
Goodwill and Intangible Asset Impairment | $ 6,948,349 | |||||
TJM Electronics West [Member] | ||||||
Product Information [Line Items] | ||||||
Equity method investments | $ 450,000 | |||||
Wildlife Specialists LLC And Remote Intelligence LLC [Member] | ||||||
Product Information [Line Items] | ||||||
Ownership percentage | 60% | |||||
Terra Data [Member] | ||||||
Product Information [Line Items] | ||||||
Ownership percentage | 60% | |||||
Wildlife Specialists LLC And Remote Intelligence LLC [Member] | ||||||
Product Information [Line Items] | ||||||
Stock issued during period, shares | shares | 15,000,000 | |||||
Payments to Acquire Businesses, Gross | $ 1,000,000 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 21,723,043 | $ 35,517,505 |
Net Cash Provided by (Used in) Operating Activities | 5,653,214 | 21,738,542 |
Working capital deficit | 18,126,281 | |
Retained Earnings (Accumulated Deficit) | 67,376,221 | $ 46,555,334 |
Cash | $ 11,912 |
REVENUE (Details - Timing of re
REVENUE (Details - Timing of revenue recognition) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2,020,971 | $ 9,100,255 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 788,179 | 3,843,276 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,232,792 | $ 5,256,979 |
REVENUE (Details - Revenue by s
REVENUE (Details - Revenue by source) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2,020,971 | $ 9,100,255 |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 329,400 | 560,407 |
Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,691,571 | $ 8,539,849 |
REVENUE (Details - Revenue by g
REVENUE (Details - Revenue by geographic destination) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2,020,971 | $ 9,100,255 |
North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 437,536 | 1,585,568 |
UNITED KINGDOM | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,583,435 | 5,894,060 |
Rest Of World [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 0 | $ 1,620,627 |
REVENUE (Details - Contract ass
REVENUE (Details - Contract assets and liabilities) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | |||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 0 | $ 1,439,844 | |
Total contract assets | 0 | 1,439,844 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | 0 | 2,215,212 | |
Total contract liabilities | $ 0 | $ 2,215,212 | $ 6,019,371 |
REVENUES (Details - Rollforward
REVENUES (Details - Rollforward of Contract Liabilities) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Contract liabilities | $ 0 | $ 2,215,212 | $ 6,019,371 |
Deferred Revenue, Additions | 3,710,528 | ||
Deferred Revenue, Revenue Recognized | $ (7,514,687) | ||
Deconsolidation of revenue | $ (2,215,212) |
REVENUE (Details Narrative)
REVENUE (Details Narrative) | Dec. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Liability | $ 0 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts receivable | $ 868,948 | $ 6,273,276 |
Less: Allowance for doubtful accounts | 0 | (3,320,983) |
Accounts receivable, net | $ 868,948 | $ 2,952,293 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 1,139,804 | $ 3,989,355 |
Less - accumulated depreciation | (396,522) | (2,055,484) |
Property and equipment, net | 743,282 | 1,933,871 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 1,092,870 | 3,942,421 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 46,934 | $ 46,934 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 508,935 | $ 1,331,972 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details - Goodwill) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment | $ 6,462,153 | $ 17,088,501 |
Impairment | (6,948,349) | (9,519,143) |
Goodwill, Foreign Currency Translation Gain (Loss) | 306,196 | (1,107,205) |
Impairment | $ 0 | $ 6,462,153 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Details - Intangible assets) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Trade name per business combination | $ 4,033,638 | $ 4,033,638 |
Impairment | (3,059,716) | (2,703,456) |
Less: accumulated amortization | (195,416) | (161,346) |
Foreign exchange translation | (778,506) | (778,506) |
Intangible assets, net | $ 0 | $ 390,330 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Details - Patents) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Less: accumulated amortization | $ (195,416) | $ (161,346) |
Patents, net | 253,663 | 267,875 |
DPTI [Member] | ||
Patents | 904,269 | 904,269 |
Less: accumulated amortization | (650,606) | (636,394) |
Patents, net | $ 253,663 | $ 267,875 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS (Details - Future amortization of patents) | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 51,028 |
2025 | 51,028 |
2026 | 51,028 |
2027 | 51,028 |
Thereafter | 49,551 |
Total patents | $ 253,663 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 34,070 | $ 161,346 |
Amortized over the remaining life | 7 to 16 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 14,212 | $ 75,087 |
JOINT VENTURE (Details Narrativ
JOINT VENTURE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 09, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Contributed joint venture | $ 113,125 | $ 103,505 | |
Loss on equity investment | 159,849 | 56,781 | |
Neural Signals Inc [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Contributed joint venture | 113,124 | 103,505 | |
Loss on equity investment | $ 159,849 | $ 51,753 | |
Neural Signals Inc [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 50% |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 13,721,561 | $ 8,677,648 |
Accrued liabilities | 1,941,711 | 2,058,725 |
Total accounts payable and accrued expenses | $ 15,663,272 | $ 10,736,373 |
DEBT (Details - Convertible deb
DEBT (Details - Convertible debt) - USD ($) | Dec. 31, 2023 | Dec. 04, 2023 | Sep. 29, 2023 | Aug. 07, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | |||||
Principal Outstanding | $ 166,650 | $ 51,150 | $ 57,750 | $ 57,750 | $ 378,263 |
Less: unamortized debt discount | (45,725) | 0 | |||
Convertible notes, net | $ 120,925 | $ 378,263 |
DEBT (Details - Convertible not
DEBT (Details - Convertible notes and derivative liability) - USD ($) | Dec. 31, 2023 | Dec. 04, 2023 | Sep. 29, 2023 | Aug. 07, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | |||||
Convertible notes payable | $ 166,650 | $ 51,150 | $ 57,750 | $ 57,750 | $ 378,263 |
Derivative liability, fair value | 108,958 | 306,467 | |||
Diagonal Lending 1800 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable | 166,650 | 0 | |||
Derivative liability, fair value | 108,958 | 0 | |||
Carebourn 1 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable | 0 | 90,228 | |||
Derivative liability, fair value | 0 | 71,410 | |||
Carebourn 2 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable | 0 | 162,150 | |||
Derivative liability, fair value | 0 | 128,331 | |||
More Capital [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable | 0 | 72,488 | |||
Derivative liability, fair value | 0 | 57,369 | |||
E M A [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable | 0 | 53,397 | |||
Derivative liability, fair value | $ 0 | $ 49,357 |
DEBT (Details - Derivative liab
DEBT (Details - Derivative liabilities) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Beginning balance | $ 306,467 | $ 533,753 |
Change in fair value | 167,582 | 227,286 |
Loss on issuance of debt | 17,928 | |
Issuance of convertible note - 1800 Diagonal Lending | 58,939 | |
EMA settlement | (106,794) | |
Ending balance | $ 108,958 | $ 306,467 |
DEBT (Details - Loans payable)
DEBT (Details - Loans payable) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Loans payable, current | $ 570,487 | $ 472,700 |
Loans payable, non-current | 291,968 | 328,508 |
RI Line Of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable, current | 153,358 | 99,971 |
RI Short Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable, current | 46,544 | 43,899 |
WS Line Of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable, current | 218,616 | 200,000 |
WS Short Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable, current | 151,970 | 128,830 |
RI SBA EIDL [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable, non-current | 102,597 | 102,597 |
RI Long Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable, non-current | 65,533 | 86,041 |
WS SBA EIDL [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable, non-current | 26,307 | 26,307 |
WS Long Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable, non-current | $ 97,532 | $ 113,564 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 04, 2023 | Sep. 29, 2023 | Aug. 07, 2023 | Jul. 14, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||
Convertible note for principal amount | $ 51,150 | $ 57,750 | $ 57,750 | $ 166,650 | $ 378,263 | |
Interest rate | 10% | 10% | 10% | |||
Debt conversion converted instrument discount rate | 39% | 39% | 39% | |||
GS SPA Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 2,000,000 | |||||
Maturity date | Jul. 14, 2022 | |||||
Debt interest rate | 6% | |||||
Debt outstanding | 1,923,868 | 2,000,000 | ||||
Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt outstanding | 166,650 | 378,263 | ||||
Amortization of debt discount | $ 12,025 | $ 0 |
SECURED DEBENTURE (Details)
SECURED DEBENTURE (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total | $ 1,099,250 | $ 1,090,827 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
2023 | 183,208 | |
2024 | 183,208 | |
2025 | 183,208 | |
2026 | 183,208 | |
2027 | 183,208 | |
Thereafter | 183,208 | |
Total | $ 1,099,250 |
SECURED DEBENTURE (Details Narr
SECURED DEBENTURE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 66,813 | $ 36,307 |
Debenture liability | $ 1,099,250 | $ 1,090,827 |
LEASES (Details - Balance sheet
LEASES (Details - Balance sheet) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
ROU operating lease assets | $ 496,685 | $ 2,724,226 |
Liabilities | ||
Current portion of operating lease | 80,400 | 512,373 |
Operating lease, net of current portion | 496,335 | 2,547,524 |
Total operating lease liabilities | $ 576,735 | $ 3,059,897 |
LEASES (Details - Other informa
LEASES (Details - Other information) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Weighted average remaining lease term (years) | 7 years 9 months | 7 years 3 months |
Weighted average discount rate | 6% | 6% |
LEASES (Details - Future minimu
LEASES (Details - Future minimum operating lease payments) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 82,597 | |
2025 | 84,726 | |
2026 | 86,853 | |
2027 and later | 393,495 | |
Total lease payments | 736,650 | |
Less imputed interest | (159,915) | |
Total lease obligations | 576,735 | $ 3,059,897 |
Less current lease obligations | (80,400) | (512,373) |
Long-term lease obligations | $ 496,335 | $ 2,547,524 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Mar. 09, 2022 | Oct. 20, 2021 | Aug. 31, 2021 | May 27, 2021 | Jan. 12, 2021 |
Leases | |||||
Annual rent | $ 81,000 | $ 200,000 | $ 192,000 | $ 85,000 | $ 50,000 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Details) - USD ($) | 12 Months Ended | |||||||||||||||||||||||
Dec. 27, 2023 | Dec. 11, 2023 | Dec. 01, 2023 | Nov. 30, 2023 | Nov. 29, 2023 | Nov. 22, 2023 | Nov. 14, 2023 | Nov. 08, 2023 | Nov. 07, 2023 | Sep. 05, 2023 | Jul. 10, 2023 | Jul. 03, 2023 | Jun. 26, 2023 | Apr. 28, 2023 | Apr. 11, 2023 | Mar. 30, 2023 | Mar. 16, 2023 | Mar. 01, 2023 | Feb. 17, 2023 | Feb. 03, 2023 | Jan. 24, 2023 | Jan. 17, 2023 | Jan. 12, 2023 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Number of shares sold | 1,375,722,360 | |||||||||||||||||||||||
Total proceeds, net of discounts | $ 3,822,044 | |||||||||||||||||||||||
Net Proceeds | $ 3,502,272 | |||||||||||||||||||||||
Equity Financing Agreement [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Number of shares sold | 67,522,014 | 87,136,216 | 33,333,333 | 27,777,777 | 55,555,555 | 29,685,620 | 18,997,442 | 33,333,333 | 55,555,555 | 100,000,000 | 28,593,750 | 51,442,308 | 44,583,334 | 91,796,875 | 67,462,162 | 65,465,384 | 93,165,852 | 83,113,044 | 75,447,571 | 61,173,706 | 77,733,861 | 11,441,647 | 64,130,435 | |
Total proceeds, net of discounts | $ 57,909 | $ 108,019 | $ 30,000 | $ 25,000 | $ 50,000 | $ 34,717 | $ 25,180 | $ 30,000 | $ 50,000 | $ 100,000 | $ 91,500 | $ 274,058 | $ 214,000 | $ 235,000 | $ 203,554 | $ 166,903 | $ 254,232 | $ 324,000 | $ 300,000 | $ 300,000 | $ 400,000 | $ 100,000 | $ 400,000 | |
Effective price per share | $ 0.000858 | $ 0.001240 | $ 0.000900 | $ 0.000900 | $ 0.000900 | $ 0.001169 | $ 0.001325 | $ 0.000900 | $ 0.000900 | $ 0.001000 | $ 0.003200 | $ 0.004200 | $ 0.004800 | $ 0.002560 | $ 0.003017 | $ 0.002549 | $ 0.002729 | $ 0.003898 | $ 0.003976 | $ 0.004904 | $ 0.005146 | $ 0.008740 | $ 0.006237 | |
Net Proceeds | $ 52,830 | $ 99,433 | $ 30,000 | $ 25,000 | $ 50,000 | $ 31,262 | $ 22,392 | $ 30,000 | $ 50,000 | $ 100,000 | $ 85,094 | $ 257,020 | $ 141,020 | $ 208,550 | $ 188,279 | $ 154,195 | $ 235,410 | $ 300,295 | $ 277,975 | $ 277,975 | $ 370,975 | $ 100,000 | $ 370,975 | |
Equity Financing Agreement One [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Number of shares sold | 51,275,586 | |||||||||||||||||||||||
Total proceeds, net of discounts | $ 47,973 | |||||||||||||||||||||||
Effective price per share | $ 0.000936 | |||||||||||||||||||||||
Net Proceeds | $ 43,590 |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 8,100,117,720 | 6,427,395,360 | |
Common stock, shares outstanding | 8,100,117,720 | 6,427,395,360 | |
Stock options | 0 | 0 | |
Stock Issued For Settlement Of Dispute [Member] | |||
Class of Stock [Line Items] | |||
Number of shares issued other | 297,000,000 | ||
Number of value issued other | $ 1,989,900 | ||
Share price | $ 0.0067 | ||
Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock - shares authorized | 2,000,000 | 2,000,000 | |
Preferred stock - par value | $ 0.01 | $ 0.01 | |
Preferred stock - shares issued | 88,335 | 88,335 | |
Preferred stock - shares outstanding | 88,335 | 88,335 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic: | $ (11,676,768) | $ (13,141,019) |
Foreign: | (7,133,368) | (22,376,486) |
Total income (loss) before income taxes | $ (18,810,136) | $ (35,517,505) |
INCOME TAXES (Details - Income
INCOME TAXES (Details - Income tax rate) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. | 21% | 21% |
State taxes | 1.36% | 1.36% |
Foreign rate differential | 1.26% | 1.26% |
Goodwill impairment | (7.33%) | (7.33%) |
NOLs carryforward adjustment | 3.61% | 3.61% |
Other | (0.22%) | (0.22%) |
Change in valuation allowance: | (19.67%) | (19.67%) |
Effective Income tax rate | 0% | 0% |
INCOME TAXES (Details - Deferre
INCOME TAXES (Details - Deferred taxes) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax (Liabilities): | ||
Net operating losses | $ 8,964,470 | $ 9,033,067 |
Intangible assets | (736,905) | (441,543) |
Right of use asset | 84,170 | 84,256 |
Stock based compensation | 424,681 | 424,681 |
Property and equipment | 497,037 | 248,362 |
Other | 11,077 | 8,227 |
Less: Valuation allowance | (9,244,530) | (9,357,049) |
Deferred tax assets (liabilities) | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 4,800,000 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 15,900,000 | |
Effective tax rate | 0% | 0% |
Uncertain tax positions | $ 0 | $ 0 |
Her Majesty's Revenue and Customs (HMRC) [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 22,085,338 | |
Canada Revenue Agency [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 636,852 | |
Federal And State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 26,485,942 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 09, 2023 | Oct. 12, 2022 | Oct. 12, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Purchase price | $ 1,500,000 | $ 1,500,000 | |||
[custom:NonConvertiblePromissoryNote] | $ 167,894 | ||||
[custom:DueFromRelatedPartyCurrent-0] | 0 | 318,025 | |||
Purchase Agreement [Member] | |||||
Purchase price | $ 1,500,000 | ||||
Purchase Agreement [Member] | Common Class B [Member] | |||||
Stock purchased, shares | 2,623,120 | ||||
Purchase Agreement [Member] | Private Placement Warrants [Member] | |||||
Warrants purchased, shares | 4,298,496 | ||||
Remote Intelligence [Member] | |||||
Loans payable | 226,247 | 226,247 | |||
Wildlife Specialists [Member] | |||||
Loans payable | 135,500 | 135,500 | |||
SPAC [Member] | |||||
Loans payable | 0 | 1,049,248 | |||
Optilan [Member] | |||||
Noninterest Expense Directors Fees | $ 120,000 | $ 270,000 |