Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 10, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | DarkPulse, Inc. | ||
Entity Central Index Key | 0000866439 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 321,837 | ||
Entity Common Stock, Shares Outstanding | 4,689,762,151 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Small Business | true | ||
Entity Emerging Growth | false | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Shell Company | false | ||
Entity Incorporation State | DE | ||
Entity File Number | 000-18730 | ||
Entity Interactive data | Yes | ||
ICFR Auditor Attestation Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 337 | $ 1,210 |
Prepaid expenses | 0 | 746 |
Total current assets | 337 | 1,956 |
Other assets, net | 91,464 | 116,495 |
Patents, net | 393,990 | 445,018 |
Total assets | 485,791 | 563,469 |
CURRENT LIABILITIES: | ||
Accounts payable | 519,899 | 323,948 |
Convertible notes, net of discount $35,525 and $39,414 respectively | 931,158 | 1,033,249 |
Derivative liability | 1,220,877 | 1,275,500 |
Accrued Liabilities | 569,970 | 497,078 |
Contract liability, related party | 0 | 42,000 |
Related party notes payable | 0 | 44,096 |
Total current liabilities | 3,241,904 | 3,215,871 |
Secured Debenture | 1,176,092 | 1,155,150 |
Total liabilities | 4,417,996 | 4,371,021 |
Commitments and contingencies | 0 | 0 |
STOCKHOLDERS' DEFICIT | ||
Convertible preferred stock - Class D (par value $0.01; 100,000 shares authorized; 88,235 issued and outstanding at December 31, 2020 and, 2019, respectively) | 883 | 883 |
Common stock (par value $0.0001), 20,000,000,000 shares authorized, 4,088,762,151 and 1,392,042,112 shares issued and outstanding at December 31, 2020 and, 2019, respectively | 408,876 | 13,920,421 |
Treasury stock, 100,000 shares at December 31, 2020 and December 31, 2019 | (1,000) | (1,000) |
Paid-in capital in excess of par value | 1,805,813 | (11,877,864) |
Non-controlling interest in a variable interest entity and subsidiary | (12,439) | (12,439) |
Accumulated other comprehensive income | 315,832 | 336,775 |
Accumulated deficit | (6,450,170) | (6,174,328) |
TOTAL STOCKHOLDERS' DEFICIT | (3,932,205) | (3,807,552) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 485,791 | $ 563,469 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible Notes, discount | $ 35,525 | $ 39,414 |
Convertible preferred stock - shares authorized | 2,000,000 | 2,000,000 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common stock, shares issued | 4,088,762,151 | 1,392,042,112 |
Common stock, shares outstanding | 4,088,762,151 | 1,392,042,112 |
Treasury stock shares | 100,000 | 100,000 |
Class D Voting Preferred Stock [Member] | ||
Convertible preferred stock - par value | $ 0.01 | $ 0.01 |
Convertible preferred stock - shares authorized | 100,000 | 100,000 |
Convertible preferred stock - shares issued | 88,235 | 88,235 |
Convertible preferred stock - shares outstanding | 88,235 | 88,235 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 0 | $ 0 |
OPERATING EXPENSES: | ||
General and administrative | 149,259 | 183,083 |
Payroll and compensation | 187 | 168,945 |
Legal | 50,415 | 118,280 |
Debt transaction expenses | 7,850 | 24,900 |
Amortization of patents | 51,028 | 51,028 |
Total operating expenses | 258,739 | 546,236 |
OPERATING LOSS | (258,739) | (546,236) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (135,064) | (505,683) |
Gain (loss) on convertible notes | (3,889) | (405,386) |
Gain (Loss) on change in fair market value of derivative liabilities | 54,623 | (368,164) |
Gain (Loss) on forgiveness of debt | 67,227 | 0 |
TOTAL OTHER EXPENSES | (17,103) | (1,279,233) |
NET LOSS | (275,842) | (1,825,469) |
Net Loss attributable to noncontrolling interests in variable interest entity and subsidiary | 0 | 0 |
Net loss attributable to Company stockholders | $ (275,842) | $ (1,825,469) |
LOSS PER SHARE: | ||
Basic and Diluted | $ 0 | $ 0 |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||
Basic and Diluted | 2,323,180,245 | 487,850,346 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
NET LOSS | $ (275,842) | $ (1,825,469) |
OTHER COMPREHENSIVE LOSS | ||
Unrealized Gain (Loss) on Foreign Exchange | (20,943) | (52,905) |
COMPREHENSIVE LOSS | $ (296,785) | $ (1,878,374) |
Consolidated Statement of Stock
Consolidated Statement of Stockholder's Equity (Deficit) - USD ($) | Preferred Stock | Common Stock | Treasury Stock | Paid in Capital in Excess of Par Value | Non-Controlling Interest in Subsidiary | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2018 | 88,235 | 89,680,567 | ||||||
Beginning balance, value at Dec. 31, 2018 | $ 883 | $ 896,806 | $ (1,000) | $ 859,481 | $ (12,439) | $ 389,680 | $ (4,348,859) | $ (2,215,448) |
Conversion of convertible notes, shares | 1,302,361,545 | |||||||
Conversion of convertible notes, value | $ 13,023,615 | (12,737,345) | 286,270 | |||||
Foreign currency adjustment | (52,905) | (52,905) | ||||||
Net loss | (1,825,469) | (1,825,469) | ||||||
Ending balance, shares at Dec. 31, 2019 | 88,235 | 1,392,042,112 | ||||||
Ending balance, value at Dec. 31, 2019 | $ 883 | $ 13,920,421 | (1,000) | (11,877,864) | (12,439) | 336,775 | (6,174,328) | (3,807,552) |
Conversion of convertible notes, shares | 2,696,720,039 | |||||||
Conversion of convertible notes, value | $ 26,967,200 | (26,795,068) | 172,132 | |||||
Change to Par Value | (40,478,745) | 40,478,745 | ||||||
Foreign currency adjustment | (20,943) | (20,943) | ||||||
Net loss | (275,842) | (275,842) | ||||||
Ending balance, shares at Dec. 31, 2020 | 88,235 | 4,088,762,151 | ||||||
Ending balance, value at Dec. 31, 2020 | $ 883 | $ 408,876 | $ (1,000) | $ 1,805,813 | $ (12,439) | $ 315,832 | $ (6,450,170) | $ (3,932,205) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (275,842) | $ (1,825,469) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 86,607 | 51,028 |
Loan acquisition costs | 7,850 | 24,900 |
Stock based compensation | 0 | 141,860 |
Gain on reduction of loan default penalty | (9,900) | 0 |
Gain on extinguishment of debt | (67,227) | 0 |
Debt discount | 0 | (205,000) |
Amortization of debt discount | 51,739 | 609,386 |
Derivative liability | (54,624) | 621,670 |
Changes in operating assets and liabilities: | ||
Accounts payable | 195,951 | 264,788 |
Prepaid expenses | 746 | 0 |
Accrued Liabilities | 72,892 | 145,233 |
Net cash used in operating activities | 8,192 | (171,604) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capitalized patents | (4,969) | (54,930) |
Net cash used in investing activities | (4,969) | (54,930) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible debentures | 40,000 | 180,100 |
Repayments of convertible debentures | 0 | (24,650) |
Proceeds from related party notes payable | (44,096) | 0 |
Net cash provided by financing activities | (4,096) | 155,450 |
NET INCREASE (DECREASE) IN CASH | (873) | (71,084) |
CASH, beginning of year | 1,210 | 72,294 |
CASH, end of year | 337 | 1,210 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for Interest | 0 | 0 |
Cash paid for Taxes | $ 0 | $ 0 |
1. BASIS OF FINANCIAL STATEMENT
1. BASIS OF FINANCIAL STATEMENT PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [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. On April 27, 2018, Klever entered into an Agreement and Plan of Merger (the “Merger Agreement” or the “Merger”) involving Klever as the surviving parent corporation and acquiring a privately held New Brunswick corporation known as DarkPulse Technologies Inc. as its wholly owned subsidiary. On July 18, 2018, the parties closed the Merger Agreement, as amended on July 7, 2018, and the name of the Company was subsequently changed to DarkPulse, Inc. With the change of control of the Company, the Merger is being be accounted for as a recapitalization in a manner similar to a reverse acquisition. On July 20, 2018, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the State of Delaware, changing the name of the Company to DarkPulse, Inc. The Company filed a corporate action notification with the Financial Industry Regulatory Authority (FINRA), and the Company's ticker symbol was changed to DPLS. |
2. SIGNIFICANT ACCOUNTING POLIC
2. SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 include the accounts of DarkPulse Inc. and its subsidiaries: DarkPulse Technologies Inc. (“DPTI”), a New Brunswick, Canada corporation, a wholly owned subsidiary, incorporated December 16, 2010. DPTI owns 100% of DarkPulse Technology Holdings Inc., a New York corporation, incorporated July 6, 2017. DPTI indirectly owns 37.572% of DarkPulse Technologies International Inc., ("DPTINY") a New York corporation, incorporated on September 7, 2017. On or about September 18, 2017, DPTI entered into a shareholder agreement with three investors, whereby DPTI would own 50.2% of DPTINY and the investors would own 49.8%. On or about October 3, 2017, another investor entered into an agreement with DPTINY to fund it $37,500 for a 0.5% equity interest in DPTINY. On December 26, 2017, DPTI’s CEO incorporated another corporation named DarkPulse Technologies International Inc., ("DPTIDel") in the State of Delaware. On or about April 16, 2018, seven investors and DPTI entered into a new agreement whereby it was agreed that the investors would own 62.428% of DPTIDel, and the September 18, 2017 agreement with respect to DPTINY was considered null and void. Accordingly, the funding of $37,500 to DPTINY in October 2017 has been converted to an equity interest in DPTIDel as of April 2018. As of April 16, 2018, DPTI owns approximately 37.572% of the shares of common stock of DPTIDel and 100% of the issued shares of Series A Preferred Stock of DPTIDel, pursuant to which the Company controls both DPTIDel and DPTINY. The Company does not own any interest in DarkPulse East LLC, ("DPE") an entity organized on December 8, 2017 in Russia, by two of the shareholders of DPTIDel, to act as a sales organization to promote the Company's products within Russia. Each of the two shareholders own 50% interest in DPE. During November and December 2017 DPTINY funded DarkPulse East LLC a total of $20,650 to establish and launch the Company's business in Russia. The Company is considered to be the primary beneficiary of DPE based on implicit obligations to fund it, and accordingly, the operations of DPE are consolidated into these financial statements. As of December 31, 2018, DPE had no assets or liabilities. The Company is not liable for obligations of DPE, and creditors of DPE do not have recourse to the general credit of the Company. On February 8, 2018, DPTI formed DarkPulse BVTK, LLC, a Virginia Limited Liability Company (“JV Entity”). The Company, through its wholly-owned subsidiary DPTI, holds a 60% equity interest in the JV Entity, and Bravatek Solutions, Inc ("Bravatek") has a 40% interest. The primary business purpose of the JV Entity was to develop, market, and sell products and services based on the Company's patented BOTDA dark-pulse technology. Both the CEO of the Company and the CEO of Bravatek were to manage the day to day operations of the JV Entity. The operations of JV Entity are not consolidated into these financial statements. On March 26, 2019, DPTI informed the JV Entity and Bravatek that, effective immediately, DPTI was revoking from the JV Entity the revocable Licensed Technology exclusively owned by DPTI and the Company. Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, preferred deemed dividend and common stock issued for services. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Foreign Currency Translation The Company’s reporting currency is US Dollars. The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, Canadian Dollar (“CAD”) as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the year ended December 31, 2020 closing rate at 1.2754 US$: CAD, average rate at 1.3388 US$:CAD and for the year ended December 31, 2019 closing rate at 1.2988 US$: CAD, average rate at 1.3234 US$. Intangible assets Intangible assets consist of capitalized software development costs and patents and trademarks. The Company reviews intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows. Intangible Assets - Intrusion Detection Intellectual Property The Company relies on patent laws and restrictions on disclosure to protect its intellectual property rights. As of December 31, 2020, the Company held three U.S. and foreign patents on its intrusion detection technology, which expire in calendar years 2025 through 2034 (depending on the payment of maintenance fees). The DPTI issued patents cover a System and Method for Brillouin Analysis, a System and Method for Resolution Enhancement of a Distributed Sensor, and a Flexible Fiber Optic Deformation System Sensor and Method. Maintenance of intellectual property rights and the protection thereof is important to our business. Any patents that may be issued may not sufficiently protect the Company's intellectual property and third parties may challenge any issued patents. Other parties may independently develop similar or competing technology or design around any patents that may be issued to the Company. The Company cannot be certain that the steps it has taken will prevent the misappropriation of its intellectual property, particularly in foreign countries where the laws may not protect proprietary rights as fully as in the United States. Further, the Company may be required to enforce its intellectual property or other proprietary rights through litigation, which, regardless of success, could result in substantial costs and diversion of management's attention. Additionally, there may be existing patents of which the Company is unaware that could be pertinent to its business, and it is not possible to know whether there are patent applications pending that the Company's products might infringe upon, since these applications are often not publicly available until a patent is issued or published. For the year ended December 31, 2020, the Company had patent amortization costs on its intrusion detection technology totaling $51,028. Patents costs are being amortized over the remaining life of each patent, which is from 7 to 16 years. The DPTI issued patents cover a System and Method for Brillouin Analysis, a System and Method for Resolution Enhancement of a Distributed Sensor, and a Flexible Fiber Optic Deformation System Sensor and Method. Maintenance of intellectual property rights and the protection thereof is important to our business. Any patents that may be issued may not sufficiently protect the Company's intellectual property and third parties may challenge any issued patents. Other parties may independently develop similar or competing technology or design around any patents that may be issued to the Company. The Company cannot be certain that the steps it has taken will prevent the misappropriation of its intellectual property, particularly in foreign countries where the laws may not protect proprietary rights as fully as in the United States. Further, the Company may be required to enforce its intellectual property or other proprietary rights through litigation, which, regardless of success, could result in substantial costs and diversion of management's attention. Additionally, there may be existing patents of which the Company is unaware that could be pertinent to its business, and it is not possible to know whether there are patent applications pending that the Company's products might infringe upon, since these applications are often not publicly available until a patent is issued or published. The following is a summary of activity related to the DPTI patents for the year ended December 31, 2020: Balance at January 1, 2020 $ 445,018 Additions – Amortization (51,028 ) Balance at December 31, 2020 $ 393,990 The following is a summary of the DPTI patents as of December 31, 2020: 2019 Historical cost $ 904,269 Accumulated amortization (510,279 ) Carrying Value $ 393,990 Future expected amortization of intangible assets is as follows: Year Ending December 31, 2021 $ 51,028 2022 51,028 2023 51,028 2024 51,028 2025 51,028 Thereafter 138,850 $ 393,990 Property and Equipment Property and equipment are capitalized and depreciated over their estimated economic useful lives. Upon sale or other disposition of property and equipment, the cost and related accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the determination of income or loss. The Company had no assets as of December 31, 2020 and 2019. Revenue Recognition The Company currently has no revenues from its operations. We anticipate that revenues from product sales, net of estimated returns and allowances, will be recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. Concentration of Credit Risk The Company has no significant concentrations of credit risk. Related Parties The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Derivative Financial Instruments The Company evaluates the embedded conversion feature within its convertible debt instruments under ASC 815-15 and ASC 815-40 to determine if the conversion feature meets the definition of a liability and, if so, whether to bifurcate the conversion feature and account for it as a separate derivative liability. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a lattice model, in accordance with ASC 815-15 “Derivative and Hedging” to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months after the balance sheet date. Beneficial Conversion Features The Company evaluates the conversion feature for whether it was beneficial as described in ASC 470-30. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, “Fair Value Measurements and Disclosures”. As defined in FASB ASC 820, the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. The Company's U.S. subsidiaries were incorporated in 2017, and tax returns have not yet been filed. The Company does not anticipate a tax liability for the years 2020 and 2019. The Company has filed tax returns in Canada for the year ending December 31, 2018, and they are still subject to audit. Income (Loss) Per Common Share The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. In periods where the Company has a net loss, all dilutive securities are excluded. December 31, 2020 December 31, 2019 Convertible preferred stock – – Stock Options – – Stock Warrants – – Total – – Recently Issued Accounting Pronouncements On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). The new guidance establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. The updated standard was effective for us in the first quarter of 2019. Adoption of this standard did not have a material impact on the Company’s financial statements as the Company does not have any leases. In August 2018, the FASB issued Accounting Standards Update No. 2018-15 (“ASU 2018-15”), Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In December 2019, the FASB issued Accounting Standards Update No. 2019-12 (“ASU 2019-12”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations. |
3. GOING CONCERN
3. GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
Going Concern | |
Going Concern | NOTE 3 – GOING CONCERN As shown in the accompanying financial statements, the Company generated net losses of $275,841 and $1,825,469 during the years ended December 31, 2020 and 2019, respectively. The Company did not generate any revenue from product sales during the years ended December 31, 2020 and 2019. As of December 31, 2020, the Company’s current liabilities exceeded its current assets by $3,241,568. As of December 31, 2020, the Company had $337 of cash. 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 and expansion of its operations. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations through calendar year 2021. However, management cannot make any assurances that such financing will be secured. |
4. CONVERTIBLE DEBT SECURITIES
4. CONVERTIBLE DEBT SECURITIES | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT SECURITIES | NOTE 4 – CONVERTIBLE DEBT SECURITIES The Company uses the Black-Scholes Model to calculate the derivative value of its convertible debt. The valuation result generated by this pricing model is necessarily driven by the value of the underlying common stock incorporated into the model. The values of the common stock used were based on the price at the date of issue of the debt security as of December 31, 2020. Management determined the expected volatility between 475.55-624.25%, a risk free rate of interest between 0.10-0.13%, and contractual lives of the debt varying from zero months to eight months. Management made the determination to use an expected life rather than contractual life for the calculations for the matured debt as of December 31, 2020. The expected life is equal to the contractual life extended by one year which vary from two to seven months. The table below details the Company's outstanding convertible notes, with totals for the face amount, amortization of discount, initial loss, change in the fair market value, and the derivative liability. Face Debt Initial Change Derivative Amount Discount Loss in FMV 12/31/2020 $ 90,228 $ – $ 58,959 $ (5,855 ) $ 141,145 162,150 – 74,429 (9,847 ) 254,719 72,488 – 11,381 (22,665 ) 86,501 201,436 – – (15,166 ) 263,869 76,657 – 8,904 (5,716 ) 100,503 53,397 – 5,651 (16,346 ) 90,059 53,864 – 28,566 (29,619 ) 35,071 18,613 – 16,558 (18,468 ) 12,119 29,250 – – (374 ) 28,591 49,726 – – (635 ) 48,606 41,774 – – (534 ) 40,833 29,250 – – (374 ) 28,591 40,000 – 10,605 (22,989 ) 24,846 47,850 35,525 7,850 65,427 65,423 Subtotal 966,683 35,525 222,903 (99,304 ) 1,220,877 Transaction expense – – – – – $ 966,663 $ 35,525 $ 222,903 $ (99,304 ) $ 1,220,877 On January 10, 2019, the Company entered into a Securities Purchase Agreement with GS Capital Partners, LLC, (“GS Capital”) The note may be converted into common shares of the Company's common stock at a conversion price equal to the lower of $0.25, or 70% of the lowest trading price of the Company's common stock during the 20 prior trading days. On February 12, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC, (“Crown”) On April 23, 2019, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, ("GS Capital") issuing to GS Capital a convertible promissory note in the aggregate principal amount of $40,000 with a $2,000 original issue discount and $2,000 in transactional expenses due to GS Capital and its counsel. The note bears interest at 8% per annum and may be converted into common shares of the Company's common stock at a conversion price equal to 70% of the average of the three lowest trading prices of the Company's common stock during the 20 prior trading days. As of the date the consolidated financial statements were available for issuance, DPI received $36,000 net cash. For the year ended December 31, 2020 and 2019, GS Capital has no converted principal into common stock. On May 3, 2019, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”) issuing to Geneva a convertible promissory note in the aggregate principal amount of $64,000 with a $6,000 original issue discount and $2,800 in transactional expenses due to Geneva and its counsel. The note bears interest at 9% per annum and may be converted into common shares of the Company's common stock at a conversion price equal to 70% of the lowest trading price of the Company's common stock during the 20 prior trading days. The Company received $55,200 net cash. The Company was notified on October 15, 2019 that the note was in default and subject to a 200% penalty. The additional $64,000 was recorded as interest expense as of December 31, 2019. For the year ended December 31, 2020, Geneva has converted the full amount of $128,000 principal and $11,606 interest into 1,745,231,572 shares of common stock. On October 7, 2020, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”) issuing to Geneva a convertible promissory note in the aggregate principal amount of $47,850 with a $4,350 original issue discount and $3,500 in transactional expenses due to Geneva and its counsel. The note bears interest at 9% per annum and may be converted into common shares of the Company's common stock at a conversion price equal to 70% of the lowest trading price of the Company's common stock during the 20 prior trading days. The Company received $40,000 net cash. For the year ended December 31, 2020, Geneva has not converted principal into common stock. As of December 31, 2020 and 2019 respectively, there was $966,683 and $1,040,663 of convertible debt outstanding, net of debt discount of $35,525, and $93,138, As of December 31, 2020 and 2019 respectively, there was derivative liability of $1,220,880 and $323,481 related to convertible debt securities. |
5. DEBENTURE
5. DEBENTURE | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debenture | NOTE 5 - DEBENTURE DPTI issued a convertible Debenture to the University (see Note 1) in exchange for the Patents assigned to the Company, in the amount of Canadian $1,500,000, or US $1,491,923 on December 16, 2010, the date of the Debenture. On April 24, 2017 DPTI issued a replacement secured term Debenture in the same C$1,500,000 amount as the original Debenture. The interest rate is the Bank of Canada Prime overnight rate plus 1% per annum. The Debenture had an initial required payment of Canadian $42,000 (US$33,385) due on April 24, 2018 for reimbursement to the University of its research and development costs, and this has been paid. Interest-only maintenance payments are due annually starting after April 24, 2018. Payment of the principal begins on the earlier of (a) three years following two consecutive quarters of positive earnings before interest, taxes, depreciation and amortization, (b) six years from April 24, 2017, or (c) in the event DPTI fails to raise defined capital amounts or secure defined contract amounts by April 24 in the years 2018, 2019, and 2020. The Company has raised funds in excess of the amount required for 2020, 2019 and 2018. The principal repayment amounts will be due quarterly over a six year period in the amount of Canadian Dollars $62,500. Based on the exchange rate between the Canadian Dollar and the U.S. Dollar on December 31, 2018, the quarterly principal repayment amounts will be US$48,447. The Debenture is secured by the Patents assigned by the University to DPTI by an Assignment Agreement on December 16, 2010. DPTI has pledged the Patents, and granted a lien on them pursuant to an Escrow Agreement dated April 24, 2017, between DPTI and the University. The Debenture was initially recorded at the $1,491,923 equivalent US Dollar amount of Canadian $1,500,000 as of December 16, 2010, the date of the original Debenture. The liability is being adjusted quarterly based on the current exchange value of the Canadian dollar to the US dollar at the end of each quarter. The adjustment is recorded as unrealized gain or loss in the change of the value of the two currencies during the quarter. The amounts recorded as an unrealized gain (loss) for the years ended December 31, 2020, and 2019, were $20,941 and $52,905 respectively. These amounts are included in Accumulated Other Comprehensive Loss in the Equity section of the consolidated balance sheet, and as Unrealized Loss on Foreign Exchange on the consolidated statement of comprehensive loss. The Debenture also includes a provision requiring DPTI to pay the University a two percent (2%) royalty on sales of any and all products or services which incorporate the Patents for a period of five (5) years from April 24, 2018. For the years ended December 31, 2020, and 2019, the Company recorded interest expense of $49,414 and $52,538, respectively. As of December 31, 2020, the debenture liability totaled $1,176,092, all of which was long term. Future minimum required payments over the next 5 years and thereafter are as follows: Period ending December 31, 2021 $ 0 2022 0 2023 0 2024 0 2025 and after 1,155,150 Total $ 1,155,150 |
6. ACCRUED LIABILITIES
6. ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilites | NOTE 6 – ACCRUED LIABILITIES Accrued liabilities consist of the following as of December 31: 2020 2019 Accrued payroll $ 293,166 $ 293,434 Taxes 1,996 1,996 Accrued interest 274,808 201,648 $ 569,970 $ 497,078 |
7. INCOME TAXES
7. INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 – INCOME TAXES The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 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, 2020 and 2019: 2020 2019 Statutory tax rate: U.S. 21.00 % 21.00 % State taxes 3.63 % 3.63 % Change in valuation allowance: (24.63)% (24.63)% – % – % The Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows: 2020 2019 Deferred Tax (Liabilities): Net operating losses $ 1,351,897 $ 1,283,957 Intangible assets – (208 ) Less: Valuation allowance (1,351,897 ) (1,283,749 ) $ – $ – The Company has approximately $1,284,000 non-capital income tax losses as of December 31, 2019, which will begin to expire in the year 2038. The Company calculates its income tax expense by estimating the annual effective tax rate and applying that rate to the year-to-date ordinary income (loss) at the end of the period. 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, 2020 and 2019, the Company calculated its estimated annualized effective tax rate at 0% and 0%, respectively, for both the United States and Canada. The Company had no income tax expense on its losses for the years ended December 31, 2020 and 2019, respectively. 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, 2020 and 2019, the Company had no uncertain tax positions. The Company does not anticipate any significant changes to the total amounts of unrecognized tax benefits in the next twelve months. The Company files income tax returns in New Brunswick, Canada, and the U.S. federal, New York, and Delaware jurisdictions. Tax years 2011 to current remain open to examination by Canadian authorities; the tax year 2018 remains open to examination by U.S. authorities. |
8. PREFERRED STOCK
8. PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
PREFERRED STOCK | NOTE 8 – PREFERRED STOCK In accordance with the Company’s bylaws, the Company has authorized a total of 2,000,000 shares of preferred stock, par value $0.01 per share, for all classes. As of December 31, 2020 and 2019 respectively, there were 88,235 and 88,235 total preferred shares issued and outstanding for all classes. |
9. COMMON STOCK
9. COMMON STOCK | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' DEFICIT | |
COMMON STOCK | NOTE 9 – COMMON STOCK On February 5, 2019, the majority stockholders holding a majority of the issued and outstanding voting shares of the Company amended the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 250,000,000 to 3,000,000,000. On July 1, 2019, the majority stockholders holding a majority of the issued and outstanding voting shares of the Company amended the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 3,000,000,000 to 20,000,000,000. On February 18, 2020, the majority stockholders holding a majority of the issued and outstanding voting shares of the Company amended the Company’s Certificate of Incorporation to amend the par value of the Company’s common stock from $0.01 to $0.0001. In accordance with the Company’s bylaws, the Company has authorized a total of 20,000,000,000 shares of common stock, par value $0.0001 per share. As of December 31, 2020 and 2019, there were 4,088,762,156 and 1,392,042,112 common shares issued and outstanding. During the year ended December 31, 2020, the Company issued 2,696,720,044 shares of common stock as settlement of notes payable and accrued interest in the total amount of $143,930 and $22,339 respectively. During the year ended December 31, 2019, the Company issued 1,302,361,545 shares of common stock as settlement of notes payable and accrued interest in the total amount of $184,737 and $54,534 respectively. At December 31, 2020, the Company had 1,589,257,888 in common shares reserved for issuance for convertible debt securities. |
10. STOCK OPTIONS
10. STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 10 – STOCK OPTIONS As of December 31, 2020 and 2019, the Company had no outstanding stock options. |
11. COMMITMENTS AND CONTINGENCI
11. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 – 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. Potential Commission Payments The Company, in consideration of the Strategic Alliance Agreement with Bravatek, for the purpose of promoting the Company’s products, will pay Bravatek sales commissions for clients introduced to the Company by Bravatek. This agreement expired on September 5, 2019. Legal Matters On October 2, 2018, the Company received a demand for payment from Bravatek Solutions, Inc. for payment in the amount of $35,750 for software services. On March 27, 2019, Thomas A. Cellucci, et al. v. DarkPulse, Inc. et al. (the “Complaint”) was filed in the United States District Court for the Southern District of New York by certain of the Company’s former executive officers, one also being a former director, and a non-employee shareholder (collectively, the “Plaintiffs”), against the Company, its sole officer and director, and others, claiming that the Plaintiffs brought the action to protect their individual rights as minority shareholders, as improperly-ousted officers (other than the non-employee shareholder), and as an improperly-ousted director, seeking equitable relief, damages, recovery of unpaid salaries and other relief. It is the Company's position that the Complaint represents a frivolous harassment lawsuit, and the Company intends to file a motion to dismiss all claims made in the Complaint and intends to otherwise defend itself vigorously in this matter. The Company is also exploring filing counterclaims against the Plaintiffs in the action. From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our business, financial condition and operating results. COVID-19 On March 11, 2020, the World Health Organization announced that infections of the novel Coronavirus (COVID-19) had become pandemic, and on March 13, the U.S. President announced a National Emergency relating to the disease. There is a possibility of continued widespread infection in the United States and abroad, with the potential for catastrophic impact. National, state and local authorities have required or recommended social distancing and imposed or are considering quarantine and isolation measures on large portions of the population, including mandatory business closures. These measures, while intended to protect human life, are expected to have serious adverse impacts on domestic and foreign economies of uncertain severity and duration. Some economists are predicting the United States will soon enter a recession. The sweeping nature of the coronavirus pandemic makes it extremely difficult to predict how the Company’s business and operations will be affected in the longer run, but we expect that it may materially affect our business, financial condition and results of operations. The extent to which the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Moreover, the coronavirus outbreak has begun to have indeterminable adverse effects on general commercial activity and the world economy, and our business and results of operations could be adversely affected to the extent that this coronavirus or any other epidemic harms the global economy generally and/or the markets in which we operate specifically. Any of the foregoing factors, or other cascading effects of the coronavirus pandemic that are not currently foreseeable, could materially increase our costs, negatively impact our revenues and damage the Company’s results of operations and its liquidity position, possibly to a significant degree. The duration of any such impacts cannot be predicted. |
12. RELATED PARTY TRANSACTIONS
12. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12– RELATED PARTY TRANSACTIONS The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. During the years ended December 31, 2020 and 2019, the Company’s Chief Executive Officer advanced personal funds in the amount of $68,254 and $30,134 for Company expenses. |
13. SUBSEQUENT EVENTS
13. SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On January 4, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”) issuing to Geneva a convertible promissory note in the aggregate principal amount of $42,350 with a $3,850 original issue discount and $3,500 in transactional expenses due to Geneva and its counsel. The note bears interest at 8% per annum and may be converted into common shares of the Company's common stock at a conversion price equal to 70% of the lowest trading price of the Company's common stock during the 20 prior trading days. The Company received $35,000 net cash. On January 14, 2021, the Company issued an aggregate of 100,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $28,000. On January 25, 2021, the Company issued an aggregate of 150,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $42,000. On February 1, 2021, the Company issued an aggregate of 30,999,995 shares of common stock upon the conversion of convertible debt, as issued on February 12, 2019, in the amount of $8,116. On February 11, 2021, the Company issued an aggregate of 100,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $56,000. On February 3, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”) issuing to Geneva a convertible promissory note in the aggregate principal amount of $94,200 with a $15,700 original issue discount and $3,500 in transactional expenses due to Geneva and its counsel. The note bears interest at 4.5% per annum and may be converted into common shares of the Company's common stock at a conversion price equal to 81% of the lowest 2 trading prices of the Company's common stock during the 10 prior trading days. The Company received $75,000 net cash. On February 18, 2021, the Company issued an aggregate of 220,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $75,436 for principal and $39,638 for interest. On February 18, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”) issuing to Geneva a convertible promissory note in the aggregate principal amount of $76,200 with a $12,700 original issue discount and $3,500 in transactional expenses due to Geneva and its counsel. The note bears interest at 4.5% per annum and may be converted into common shares of the Company's common stock at a conversion price equal to 81% of the lowest 2 trading prices of the Company's common stock during the 10 prior trading days. The Company received $60,000 net cash. |
2. SIGNIFICANT ACCOUNTING POL_2
2. SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 include the accounts of DarkPulse Inc. and its subsidiaries: DarkPulse Technologies Inc. (“DPTI”), a New Brunswick, Canada corporation, a wholly owned subsidiary, incorporated December 16, 2010. DPTI owns 100% of DarkPulse Technology Holdings Inc., a New York corporation, incorporated July 6, 2017. DPTI indirectly owns 37.572% of DarkPulse Technologies International Inc., ("DPTINY") a New York corporation, incorporated on September 7, 2017. On or about September 18, 2017, DPTI entered into a shareholder agreement with three investors, whereby DPTI would own 50.2% of DPTINY and the investors would own 49.8%. On or about October 3, 2017, another investor entered into an agreement with DPTINY to fund it $37,500 for a 0.5% equity interest in DPTINY. On December 26, 2017, DPTI’s CEO incorporated another corporation named DarkPulse Technologies International Inc., ("DPTIDel") in the State of Delaware. On or about April 16, 2018, seven investors and DPTI entered into a new agreement whereby it was agreed that the investors would own 62.428% of DPTIDel, and the September 18, 2017 agreement with respect to DPTINY was considered null and void. Accordingly, the funding of $37,500 to DPTINY in October 2017 has been converted to an equity interest in DPTIDel as of April 2018. As of April 16, 2018, DPTI owns approximately 37.572% of the shares of common stock of DPTIDel and 100% of the issued shares of Series A Preferred Stock of DPTIDel, pursuant to which the Company controls both DPTIDel and DPTINY. The Company does not own any interest in DarkPulse East LLC, ("DPE") an entity organized on December 8, 2017 in Russia, by two of the shareholders of DPTIDel, to act as a sales organization to promote the Company's products within Russia. Each of the two shareholders own 50% interest in DPE. During November and December 2017 DPTINY funded DarkPulse East LLC a total of $20,650 to establish and launch the Company's business in Russia. The Company is considered to be the primary beneficiary of DPE based on implicit obligations to fund it, and accordingly, the operations of DPE are consolidated into these financial statements. As of December 31, 2018, DPE had no assets or liabilities. The Company is not liable for obligations of DPE, and creditors of DPE do not have recourse to the general credit of the Company. On February 8, 2018, DPTI formed DarkPulse BVTK, LLC, a Virginia Limited Liability Company (“JV Entity”). The Company, through its wholly-owned subsidiary DPTI, holds a 60% equity interest in the JV Entity, and Bravatek Solutions, Inc ("Bravatek") has a 40% interest. The primary business purpose of the JV Entity was to develop, market, and sell products and services based on the Company's patented BOTDA dark-pulse technology. Both the CEO of the Company and the CEO of Bravatek were to manage the day to day operations of the JV Entity. The operations of JV Entity are not consolidated into these financial statements. On March 26, 2019, DPTI informed the JV Entity and Bravatek that, effective immediately, DPTI was revoking from the JV Entity the revocable Licensed Technology exclusively owned by DPTI and the Company. |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, preferred deemed dividend and common stock issued for services. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. |
Foreign Currrency Translation | Foreign Currency Translation The Company’s reporting currency is US Dollars. The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, Canadian Dollar (“CAD”) as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the year ended December 31, 2020 closing rate at 1.2754 US$: CAD, average rate at 1.3388 US$:CAD and for the year ended December 31, 2019 closing rate at 1.2988 US$: CAD, average rate at 1.3234 US$. |
Intangible Assets | Intangible assets Intangible assets consist of capitalized software development costs and patents and trademarks. The Company reviews intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows. Intangible Assets - Intrusion Detection Intellectual Property The Company relies on patent laws and restrictions on disclosure to protect its intellectual property rights. As of December 31, 2020, the Company held three U.S. and foreign patents on its intrusion detection technology, which expire in calendar years 2025 through 2034 (depending on the payment of maintenance fees). The DPTI issued patents cover a System and Method for Brillouin Analysis, a System and Method for Resolution Enhancement of a Distributed Sensor, and a Flexible Fiber Optic Deformation System Sensor and Method. Maintenance of intellectual property rights and the protection thereof is important to our business. Any patents that may be issued may not sufficiently protect the Company's intellectual property and third parties may challenge any issued patents. Other parties may independently develop similar or competing technology or design around any patents that may be issued to the Company. The Company cannot be certain that the steps it has taken will prevent the misappropriation of its intellectual property, particularly in foreign countries where the laws may not protect proprietary rights as fully as in the United States. Further, the Company may be required to enforce its intellectual property or other proprietary rights through litigation, which, regardless of success, could result in substantial costs and diversion of management's attention. Additionally, there may be existing patents of which the Company is unaware that could be pertinent to its business, and it is not possible to know whether there are patent applications pending that the Company's products might infringe upon, since these applications are often not publicly available until a patent is issued or published. For the year ended December 31, 2020, the Company had patent amortization costs on its intrusion detection technology totaling $51,028. Patents costs are being amortized over the remaining life of each patent, which is from 7 to 16 years. The DPTI issued patents cover a System and Method for Brillouin Analysis, a System and Method for Resolution Enhancement of a Distributed Sensor, and a Flexible Fiber Optic Deformation System Sensor and Method. Maintenance of intellectual property rights and the protection thereof is important to our business. Any patents that may be issued may not sufficiently protect the Company's intellectual property and third parties may challenge any issued patents. Other parties may independently develop similar or competing technology or design around any patents that may be issued to the Company. The Company cannot be certain that the steps it has taken will prevent the misappropriation of its intellectual property, particularly in foreign countries where the laws may not protect proprietary rights as fully as in the United States. Further, the Company may be required to enforce its intellectual property or other proprietary rights through litigation, which, regardless of success, could result in substantial costs and diversion of management's attention. Additionally, there may be existing patents of which the Company is unaware that could be pertinent to its business, and it is not possible to know whether there are patent applications pending that the Company's products might infringe upon, since these applications are often not publicly available until a patent is issued or published. The following is a summary of activity related to the DPTI patents for the year ended December 31, 2020: Balance at January 1, 2020 $ 445,018 Additions – Amortization (51,028 ) Balance at December 31, 2020 $ 393,990 The following is a summary of the DPTI patents as of December 31, 2020: 2019 Historical cost $ 904,269 Accumulated amortization (510,279 ) Carrying Value $ 393,990 Future expected amortization of intangible assets is as follows: Year Ending December 31, 2021 $ 51,028 2022 51,028 2023 51,028 2024 51,028 2025 51,028 Thereafter 138,850 $ 393,990 |
Property and Equipment | Property and Equipment Property and equipment are capitalized and depreciated over their estimated economic useful lives. Upon sale or other disposition of property and equipment, the cost and related accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the determination of income or loss. The Company had no assets as of December 31, 2020 and 2019. |
Revenue Recognition | Revenue Recognition The Company currently has no revenues from its operations. We anticipate that revenues from product sales, net of estimated returns and allowances, will be recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant concentrations of credit risk. |
Related Parties | Related Parties The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates the embedded conversion feature within its convertible debt instruments under ASC 815-15 and ASC 815-40 to determine if the conversion feature meets the definition of a liability and, if so, whether to bifurcate the conversion feature and account for it as a separate derivative liability. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a lattice model, in accordance with ASC 815-15 “Derivative and Hedging” to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months after the balance sheet date. |
Beneficial Conversion Features | Beneficial Conversion Features The Company evaluates the conversion feature for whether it was beneficial as described in ASC 470-30. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, “Fair Value Measurements and Disclosures”. As defined in FASB ASC 820, the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. The Company's U.S. subsidiaries were incorporated in 2017, and tax returns have not yet been filed. The Company does not anticipate a tax liability for the years 2020 and 2019. The Company has filed tax returns in Canada for the year ending December 31, 2018, and they are still subject to audit. |
Income (Loss) Per Common Share | Income (Loss) Per Common Share The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. In periods where the Company has a net loss, all dilutive securities are excluded. December 31, 2020 December 31, 2019 Convertible preferred stock – – Stock Options – – Stock Warrants – – Total – – |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). The new guidance establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. The updated standard was effective for us in the first quarter of 2019. Adoption of this standard did not have a material impact on the Company’s financial statements as the Company does not have any leases. In August 2018, the FASB issued Accounting Standards Update No. 2018-15 (“ASU 2018-15”), Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In December 2019, the FASB issued Accounting Standards Update No. 2019-12 (“ASU 2019-12”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations. |
2. SIGNIFICANT ACCOUNTING POL_3
2. SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Intangible Assets | The following is a summary of activity related to the DPTI patents for the year ended December 31, 2020: Balance at January 1, 2020 $ 445,018 Additions – Amortization (51,028 ) Balance at December 31, 2020 $ 393,990 The following is a summary of the DPTI patents as of December 31, 2020: 2019 Historical cost $ 904,269 Accumulated amortization (510,279 ) Carrying Value $ 393,990 |
Future expected amortization of intangible assets | Future expected amortization of intangible assets is as follows: Year Ending December 31, 2021 $ 51,028 2022 51,028 2023 51,028 2024 51,028 2025 51,028 Thereafter 138,850 $ 393,990 |
Schedule of antidilutive shares | In periods where the Company has a net loss, all dilutive securities are excluded. December 31, 2020 December 31, 2019 Convertible preferred stock – – Stock Options – – Stock Warrants – – Total – – |
4. CONVERTIBLE DEBT SECURITIES
4. CONVERTIBLE DEBT SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | The table below details the Company's outstanding convertible notes, with totals for the face amount, amortization of discount, initial loss, change in the fair market value, and the derivative liability. Face Debt Initial Change Derivative Amount Discount Loss in FMV 12/31/2020 $ 90,228 $ – $ 58,959 $ (5,855 ) $ 141,145 162,150 – 74,429 (9,847 ) 254,719 72,488 – 11,381 (22,665 ) 86,501 201,436 – – (15,166 ) 263,869 76,657 – 8,904 (5,716 ) 100,503 53,397 – 5,651 (16,346 ) 90,059 53,864 – 28,566 (29,619 ) 35,071 18,613 – 16,558 (18,468 ) 12,119 29,250 – – (374 ) 28,591 49,726 – – (635 ) 48,606 41,774 – – (534 ) 40,833 29,250 – – (374 ) 28,591 40,000 – 10,605 (22,989 ) 24,846 47,850 35,525 7,850 65,427 65,423 Subtotal 966,683 35,525 222,903 (99,304 ) 1,220,877 Transaction expense – – – – – $ 966,663 $ 35,525 $ 222,903 $ (99,304 ) $ 1,220,877 |
5. DEBENTURE (Tables)
5. DEBENTURE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Future minimum required payments | Future minimum required payments over the next 5 years and thereafter are as follows: Period ending December 31, 2021 $ 0 2022 0 2023 0 2024 0 2025 and after 1,155,150 Total $ 1,155,150 |
6. ACCRUED LIABILITIES (Tables)
6. ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 2020 2019 Accrued payroll $ 293,166 $ 293,434 Taxes 1,996 1,996 Accrued interest 274,808 201,648 $ 569,970 $ 497,07 8 |
7. INCOME TAXES (Tables)
7. INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Statutory tax rate | The following table summarizes the significant differences between statutory rates for the years ended December 31, 2020 and 2019: 2020 2019 Statutory tax rate: U.S. 21.00 % 21.00 % State taxes 3.63 % 3.63 % Change in valuation allowance: (24.63)% (24.63)% – % – % |
Deferred Tax assets and liabilities | The Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows: 2020 2019 Deferred Tax (Liabilities): Net operating losses $ 1,351,897 $ 1,283,957 Intangible assets – (208 ) Less: Valuation allowance (1,351,897 ) (1,283,749 ) $ – $ – |
2. SIGNIFICANT ACCOUNTING POL_4
2. SIGNIFICANT ACCOUNTING POLICIES (Details - Patent activity) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 445,018 | |
Additions | 0 | |
Amortization expense | (51,028) | $ (51,028) |
Ending balance | $ 393,990 | $ 445,018 |
2. SIGNIFICANT ACCOUNTING POL_5
2. SIGNIFICANT ACCOUNTING POLICIES (Details - Patents) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Finite lived assets, net | $ 393,990 | $ 445,018 |
Patents [Member] | DPTI technology [Member] | ||
Finite lived assets, cost | 904,269 | |
Accumulated amortization | (510,279) | |
Finite lived assets, net | $ 393,990 |
2. SIGNIFICANT ACCOUNTING POL_6
2. SIGNIFICANT ACCOUNTING POLICIES (Details - Future expected amortization of intangible assets) | Dec. 31, 2020USD ($) |
Accounting Policies [Abstract] | |
Amortization year ending 2021 | $ 51,028 |
Amortization year ending 2022 | 51,028 |
Amortization year ending 2023 | 51,028 |
Amortization year ending 2024 | 51,028 |
Amortization year ending 2025 | 51,028 |
Thereafter | 138,850 |
Total | $ 393,990 |
2. SIGNIFICANT ACCOUNTING POL_7
2. SIGNIFICANT ACCOUNTING POLICIES (Details - Antidilutive shares) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive shares | 0 | 0 |
Convertible Preferred Stock [Member] | ||
Antidilutive shares | 0 | 0 |
Options [Member] | ||
Antidilutive shares | 0 | 0 |
Warrants [Member] | ||
Antidilutive shares | 0 | 0 |
2. SIGNIFICANT ACCOUNTING POL_8
2. SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Patent amortization expense | $ 51,028 | $ 51,028 |
Property and equipment | $ 0 | $ 0 |
CAD | ||
Foreign currency translation rates | 1.2754 | 1.2988 |
Foreign currency translation rates during the period | 1.3388 | 1.2988 |
3. GOING CONCERN (Details Narra
3. GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Going Concern | |||
Net loss | $ (275,842) | $ (1,825,469) | |
Working capital | 3,241,568 | ||
Cash | $ 337 | $ 1,210 | $ 72,294 |
4. CONVERTIBLE DEBT SECURITIE_2
4. CONVERTIBLE DEBT SECURITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization of discount | $ 51,739 | $ 609,386 |
Initial loss | (20,941) | (52,905) |
Change in Fair Market Value | 54,623 | (368,164) |
Derivative balance | 1,220,880 | $ 323,481 |
Convertible Debt 1 [Member] | ||
Face amount | 90,228 | |
Amortization of discount | 0 | |
Initial loss | 58,959 | |
Change in Fair Market Value | (5,855) | |
Derivative balance | 141,145 | |
Convertible Debt 2 [Member] | ||
Face amount | 162,150 | |
Amortization of discount | 0 | |
Initial loss | 74,429 | |
Change in Fair Market Value | (9,847) | |
Derivative balance | 254,719 | |
Convertible Debt 3 [Member] | ||
Face amount | 72,488 | |
Amortization of discount | 0 | |
Initial loss | 11,381 | |
Change in Fair Market Value | (22,665) | |
Derivative balance | 86,501 | |
Convertible Debt 4 [Member] | ||
Face amount | 201,436 | |
Amortization of discount | 0 | |
Initial loss | 0 | |
Change in Fair Market Value | (15,166) | |
Derivative balance | 263,869 | |
Convertible Debt 5 [Member] | ||
Face amount | 76,657 | |
Amortization of discount | 0 | |
Initial loss | 8,904 | |
Change in Fair Market Value | (5,716) | |
Derivative balance | 100,503 | |
Convertible Debt 6 [Member] | ||
Face amount | 53,397 | |
Amortization of discount | 0 | |
Initial loss | 5,651 | |
Change in Fair Market Value | (16,346) | |
Derivative balance | 90,059 | |
Convertible Debt 7 [Member] | ||
Face amount | 53,864 | |
Amortization of discount | 0 | |
Initial loss | 28,566 | |
Change in Fair Market Value | (29,619) | |
Derivative balance | 35,071 | |
Convertible Debt 8 [Member] | ||
Face amount | 18,613 | |
Amortization of discount | 0 | |
Initial loss | 16,558 | |
Change in Fair Market Value | (18,468) | |
Derivative balance | 12,119 | |
Convertible Debt 9 [Member] | ||
Face amount | 29,250 | |
Amortization of discount | 0 | |
Initial loss | 0 | |
Change in Fair Market Value | (374) | |
Derivative balance | 28,591 | |
Convertible Debt 10 [Member] | ||
Face amount | 49,726 | |
Amortization of discount | 0 | |
Initial loss | 0 | |
Change in Fair Market Value | (635) | |
Derivative balance | 48,606 | |
Convertible Debt 11 [Member] | ||
Face amount | 41,774 | |
Amortization of discount | 0 | |
Initial loss | 0 | |
Change in Fair Market Value | (534) | |
Derivative balance | 40,833 | |
Convertible Debt 12 [Member] | ||
Face amount | 29,250 | |
Amortization of discount | 0 | |
Initial loss | 0 | |
Change in Fair Market Value | (374) | |
Derivative balance | 28,591 | |
Convertible Debt 13 [Member] | ||
Face amount | 40,000 | |
Amortization of discount | 0 | |
Initial loss | 10,605 | |
Change in Fair Market Value | (22,989) | |
Derivative balance | 24,846 | |
Convertible Debt 14 [Member] | ||
Face amount | 47,850 | |
Amortization of discount | 35,525 | |
Initial loss | 7,850 | |
Change in Fair Market Value | 65,427 | |
Derivative balance | 65,423 | |
Derivative Liabilities [Member] | ||
Face amount | 966,683 | |
Amortization of discount | 35,525 | |
Initial loss | 222,903 | |
Change in Fair Market Value | (99,304) | |
Transaction expense | 0 | |
Derivative balance | $ 1,220,877 |
4. CONVERTIBLE DEBT SECURITIE_3
4. CONVERTIBLE DEBT SECURITIES (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2020 | Dec. 31, 2019 | Oct. 07, 2020 | May 03, 2019 | Apr. 23, 2019 | Feb. 12, 2019 | Jan. 10, 2019 | |
Convertible debt outstanding | $ 966,683 | $ 1,040,663 | |||||
Unamortized debt discount | 35,525 | 93,138 | |||||
Derivative liability | 1,220,880 | 323,481 | |||||
GS Capital [Member] | |||||||
Debt face amount | $ 65,000 | ||||||
Debt converted, amount converted | $ 0 | $ 11,136 | |||||
Debt converted, shares issued | 0 | 79,605,027 | |||||
Crown Bridge Partners [Member] | |||||||
Debt face amount | $ 35,000 | ||||||
Debt converted, amount converted | $ 6,855 | $ 9,532 | |||||
Debt converted, shares issued | 169,000,000 | 259,259,259 | |||||
GS Capital [Member] | |||||||
Debt stated interest rate | 8.00% | ||||||
Debt face amount | $ 40,000 | ||||||
Original Issue Discount | 2,000 | ||||||
Debt issuance costs | $ 2,000 | ||||||
Proceeds from convertible debt | $ 36,000 | ||||||
Geneva Roth [Member] | |||||||
Debt stated interest rate | 9.00% | ||||||
Debt face amount | $ 64,000 | ||||||
Original Issue Discount | 6,000 | ||||||
Debt issuance costs | $ 2,800 | ||||||
Proceeds from convertible debt | 55,200 | ||||||
Debt converted, amount converted | 128,000 | ||||||
Debt converted, interest converted | $ 11,606 | ||||||
Debt converted, shares issued | 1,745,231,572 | ||||||
Interest expense | $ 64,000 | ||||||
Geneva Roth 2 [Member] | |||||||
Debt stated interest rate | 9.00% | ||||||
Debt face amount | $ 47,850 | ||||||
Original Issue Discount | 4,350 | ||||||
Debt issuance costs | $ 3,500 | ||||||
Proceeds from convertible debt | $ 40,000 |
5. DEBENTURE (Details)
5. DEBENTURE (Details) | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
Period ending 2021 | $ 0 |
Period ending 2022 | 0 |
Period ending 2023 | 0 |
Period ending 2024 | 0 |
Period ending 2025 and after | 1,155,150 |
Total | $ 1,155,150 |
5. DEBENTURE (Details Narrative
5. DEBENTURE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Unrealized gain on derivatives | $ 20,941 | $ 52,905 |
Interest expense | 49,414 | 52,538 |
Debenture liability | $ 1,176,092 | $ 1,155,150 |
6. ACCRUED LIABILITIES (Details
6. ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 293,166 | $ 293,434 |
Accrued taxes | 1,996 | 1,996 |
Accrued interest | 274,808 | 201,648 |
Accrued liabilities | $ 569,970 | $ 497,078 |
7. INCOME TAXES (Details - Inco
7. INCOME TAXES (Details - Income tax rate) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statutory tax rate: | ||
U.S. | 21.00% | 21.00% |
State taxes | 3.63% | 3.63% |
Change in valuation allowance: | (24.63%) | (24.63%) |
Effective Income tax rate | 0.00% | 0.00% |
7. INCOME TAXES (Details - Defe
7. INCOME TAXES (Details - Deferred taxes) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax (Liabilities): | ||
Net operating losses | $ 1,351,897 | $ 1,283,957 |
Intangible assets | 0 | (208) |
Less: Valuation allowance | (1,351,897) | (1,283,749) |
Deferred tax assets (liabilities) | $ 0 | $ 0 |
7. INCOME TAXES (Details Narrat
7. INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 1,284,000 | |
Operating loss carryforward expiration date | Dec. 31, 2038 | |
Effective tax rate | 0.00% | 0.00% |
Uncertain tax positions | $ 0 | $ 0 |
8. PREFERRED STOCK (Details Nar
8. PREFERRED STOCK (Details Narrative) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible preferred stock - shares authorized | 2,000,000 | 2,000,000 |
Class D Voting Preferred Stock [Member] | ||
Convertible preferred stock - shares authorized | 100,000 | 100,000 |
Convertible preferred stock - par value | $ 0.01 | $ 0.01 |
Convertible preferred stock - shares issued | 88,235 | 88,235 |
Convertible preferred stock - shares outstanding | 88,235 | 88,235 |
9. COMMON STOCK (Details Narrat
9. COMMON STOCK (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common stock, shares issued | 4,088,762,151 | 1,392,042,112 |
Common stock, shares outstanding | 4,088,762,151 | 1,392,042,112 |
Common stock reserved for issuance convertible debt | 1,589,257,888 | |
Debt Settled [Member] | ||
Debt converted, amount converted | $ 143,930 | $ 184,737 |
Debt converted, interest converted | $ 22,339 | $ 54,534 |
Debt converted, shares issued | 2,696,720,044 | 1,302,361,545 |
10. STOCK OPTIONS (Details Narr
10. STOCK OPTIONS (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock options options | 0 | 0 |
12. RELATED PARTY TRANSACTIONS
12. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Chief Executive Officer [Member] | ||
Advance from related party | $ 68,254 | $ 30,134 |