Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-18730 | |
Entity Registrant Name | DarkPulse, Inc. | |
Entity Central Index Key | 0000866439 | |
Entity Tax Identification Number | 87-0472109 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1345 Ave of the Americas | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10105 | |
City Area Code | 800 | |
Local Phone Number | 436-1436 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,820,046,834 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 148,562 | $ 337 |
Deposits | 4,000 | 0 |
TOTAL CURRENT ASSETS | 152,562 | 337 |
Other assets, net | 179,328 | 91,464 |
Patents, net | 368,476 | 393,990 |
TOTAL ASSETS | 700,366 | 485,791 |
CURRENT LIABILITIES: | ||
Accounts payable | 371,557 | 519,899 |
Convertible notes, net of discount $344,421 and $39,414 respectively | 1,240,153 | 931,158 |
Derivative liability | 893,381 | 1,220,877 |
Accrued liabilities | 562,677 | 569,970 |
TOTAL CURRENT LIABILITIES | 3,067,768 | 3,241,904 |
Secured debenture | 1,210,155 | 1,176,092 |
TOTAL LIABILITIES | 4,277,923 | 4,417,996 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Common stock (par value $0.0001), 20,000,000,000 shares authorized, 4,770,327,191 and 4,088,762,156 shares issued and outstanding respectively | 477,033 | 408,876 |
Treasury stock, 100,000 shares | (1,000) | (1,000) |
Convertible preferred stock, Series D (par value $0.01) 100,000 shares authorized, 88,235 shares issued and outstanding respectively | 883 | 883 |
Paid in capital in excess of par value | 2,363,848 | 1,805,813 |
Non-controlling interest in a variable interest entity and subsidiary | (12,439) | (12,439) |
Accumulated other comprehensive income | 281,769 | 315,832 |
Accumulated deficit | (6,687,651) | (6,450,170) |
TOTAL STOCKHOLDERS' DEFICIT | (3,577,557) | (3,932,205) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 700,366 | $ 485,791 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Convertible Notes, discount | $ 344,421 | $ 39,414 |
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 | 4,770,327,191 | 4,088,762,156 |
Common stock, shares outstanding | 4,770,327,191 | 4,088,762,156 |
Treasury stock shares | 100,000 | 100,000 |
Convertible preferred stock - par value | $ 0.01 | $ 0.01 |
Convertible preferred stock - shares authorized | 2,000,000 | 2,000,000 |
Convertible preferred stock - shares issued | 88,235 | 88,235 |
Convertible preferred stock - shares outstanding | 88,235 | 88,235 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
REVENUES | $ 0 | $ 0 | $ 0 | $ 0 |
OPERATING EXPENSES: | ||||
General and administrative expenses | 95,165 | 44,710 | 124,853 | 86,271 |
Payroll and compensation | 0 | 0 | 0 | 0 |
Legal expenses | 146,619 | 44,185 | 220,972 | 48,297 |
Amortization of patents | 12,757 | 12,757 | 25,514 | 25,514 |
Debt transaction expenses | 109,200 | 151,950 | ||
TOTAL OPERATING EXPENSES | 363,741 | 101,652 | 523,289 | 160,082 |
OPERATING LOSS | (363,741) | (101,652) | (523,289) | (160,082) |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (318,921) | (25,154) | (350,584) | (60,524) |
Loss on convertible notes | 138,615 | (2,890) | 308,896 | (38,101) |
Gain on the forgiveness of debt | 0 | 1,000 | 0 | 1,000 |
Gain(loss) on change in fair market values of derivative liabilities | 358,440 | (11,544) | 327,496 | 43,169 |
TOTAL OTHER INCOME (EXPENSE) | 178,134 | (38,588) | 285,808 | (54,456) |
NET LOSS | (185,607) | (140,240) | (237,481) | (214,538) |
Net loss attributable to noncontrolling interests in variable interest entity and subsidiary | 0 | 0 | 0 | 0 |
Net loss attributable to Company stockholders | $ (185,607) | $ (140,240) | $ (237,481) | $ (214,538) |
LOSS PER SHARE: | ||||
Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||
Basic and Diluted | $ 4,740,200,371 | $ 1,511,053,102 | $ 4,599,529,434 | $ 1,451,547,607 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Gain/Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
NET LOSS | $ (185,607) | $ (140,240) | $ (237,481) | $ (214,538) |
OTHER COMPREHENSIVE LOSS | ||||
Unrealized Gain (Loss) on Foreign Exchange | (16,154) | (39,046) | (34,063) | 53,601 |
COMPREHENSIVE GAIN (LOSS) | $ (201,761) | $ (179,286) | $ (271,544) | $ (160,937) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 883 | $ 13,920,421 | $ (1,000) | $ (11,877,864) | $ (12,439) | $ 336,775 | $ (6,174,328) | $ (3,807,552) |
Beginning Balance, shares at Dec. 31, 2019 | 88,235 | 1,392,042,112 | ||||||
Conversion of convertible notes | ||||||||
Foreign currency adjustment | 92,646 | 92,646 | ||||||
Net loss | (74,298) | (74,298) | ||||||
Ending balance, value at Mar. 31, 2020 | $ 883 | $ 13,920,421 | (1,000) | (11,877,864) | (12,439) | 429,421 | (6,248,626) | (3,789,204) |
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 88,235 | 1,392,042,112 | ||||||
Beginning balance, value at Dec. 31, 2019 | $ 883 | $ 13,920,421 | (1,000) | (11,877,864) | (12,439) | 336,775 | (6,174,328) | (3,807,552) |
Beginning Balance, shares at Dec. 31, 2019 | 88,235 | 1,392,042,112 | ||||||
Net loss | (214,538) | |||||||
Ending balance, value at Jun. 30, 2020 | $ 883 | $ 16,091,850 | (1,000) | (14,034,092) | (12,439) | 390,374 | (6,388,866) | (3,953,290) |
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 88,235 | 1,609,184,970 | ||||||
Beginning balance, value at Mar. 31, 2020 | $ 883 | $ 13,920,421 | (1,000) | (11,877,864) | (12,439) | 429,421 | (6,248,626) | (3,789,204) |
Beginning Balance, shares at Mar. 31, 2020 | 88,235 | 1,392,042,112 | ||||||
Conversion of convertible notes | $ 2,171,429 | (2,156,228) | 15,201 | |||||
Conversion of convertible notes, shares | 217,142,858 | |||||||
Foreign currency adjustment | (39,047) | (39,047) | ||||||
Net loss | (140,240) | (140,240) | ||||||
Ending balance, value at Jun. 30, 2020 | $ 883 | $ 16,091,850 | (1,000) | (14,034,092) | (12,439) | 390,374 | (6,388,866) | (3,953,290) |
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 88,235 | 1,609,184,970 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 883 | $ 408,876 | (1,000) | 1,805,813 | (12,439) | 315,832 | (6,450,170) | (3,932,205) |
Beginning Balance, shares at Dec. 31, 2020 | 88,235 | 4,088,762,156 | ||||||
Conversion of convertible notes | $ 60,100 | 189,839 | 249,939 | |||||
Conversion of convertible notes, shares | 600,999,995 | |||||||
Foreign currency adjustment | (17,909) | (17,909) | ||||||
Net loss | (51,874) | (51,874) | ||||||
Ending balance, value at Mar. 31, 2021 | $ 883 | $ 468,976 | (1,000) | 1,995,652 | (12,439) | 297,923 | (6,502,044) | (3,752,049) |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 88,235 | 4,689,762,151 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 883 | $ 408,876 | (1,000) | 1,805,813 | (12,439) | 315,832 | (6,450,170) | (3,932,205) |
Beginning Balance, shares at Dec. 31, 2020 | 88,235 | 4,088,762,156 | ||||||
Net loss | (237,481) | |||||||
Ending balance, value at Jun. 30, 2021 | $ 883 | $ 477,033 | (1,000) | 2,363,848 | (12,439) | 281,769 | (6,687,651) | (3,577,557) |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 88,235 | 4,770,327,191 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 883 | $ 468,976 | (1,000) | 1,995,652 | (12,439) | 297,923 | (6,502,044) | (3,752,049) |
Beginning Balance, shares at Mar. 31, 2021 | 88,235 | 4,689,762,151 | ||||||
Conversion of convertible notes | $ 2,057 | 124,863 | 126,920 | |||||
Conversion of convertible notes, shares | 20,565,040 | |||||||
Foreign currency adjustment | (16,154) | (16,154) | ||||||
Net loss | (185,607) | (185,607) | ||||||
Stock based loan acquisition cost | $ 6,000 | 243,333 | 249,333 | |||||
Stock Based Loan Acquisition Cost, Shares | 60,000,000 | |||||||
Ending balance, value at Jun. 30, 2021 | $ 883 | $ 477,033 | $ (1,000) | $ 2,363,848 | $ (12,439) | $ 281,769 | $ (6,687,651) | $ (3,577,557) |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 88,235 | 4,770,327,191 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (237,481) | $ (214,538) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 25,514 | 25,514 |
Loan acquisition costs | (480,450) | 0 |
Gain on reduction of loan default penalty | 0 | (9,900) |
Stock based loan acquisition costs | 249,333 | 0 |
Amortization of debt discount | 171,554 | 38,101 |
Derivative liability | (327,496) | (43,169) |
Changes in operating assets and liabilities: | ||
Accounts payable | (148,344) | 140,421 |
Accrued liabilities | 34,759 | 68,749 |
Net cash (Used by) Provided by operating activities | (712,611) | 5,178 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment in demo box | (87,864) | (4,969) |
Deposits | (4,000) | 0 |
Net Cash Used by Investing Activities | (91,864) | (4,969) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 1,102,700 | 0 |
Payments on notes payable | (150,000) | 0 |
Net Cash Provided by Financing Activities | 952,700 | 0 |
NET INCREASE IN CASH | 148,225 | 209 |
CASH, beginning of period | 337 | 1,210 |
CASH, end of period | 148,562 | 1,419 |
Noncash investing and financing activities for the quarter ending June 30: | ||
Stock issued for convertible notes payable and accrued interest | 376,860 | 15,200 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid in cash | 23,000 | 0 |
Taxes paid in cash | $ 0 | $ 0 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The consolidated financial statements as of December 31, 2020 have been audited by an independent registered public accounting firm. The accounting policies and procedures employed in the preparation of these condensed consolidated financial statements have been derived from the audited financial statements of the Company for the year ended December 31, 2020, which are contained in Form 10-K as filed with the Securities and Exchange Commission on April 15, 2021. The consolidated balance sheet as of December 31, 2020 was derived from those financial statements. Basis of Presentation and Principles of Consolidation The consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S Securities and Exchange Commission for Interim Financial Information. The condensed consolidated financial statements of the Company include the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of June 30, 2021, and the results of operations for three and six months and cash flows for the six months ended June 30, 2021 have been included. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year. 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. Going Concern Uncertainty As shown in the accompanying financial statements, during the six months ended June 30, 2021, the Company did not generate any revenues and reported a net loss of $ 237,481 2,915,206 148,562 The Company will require additional funding to finance the growth of our operations and achieve our strategic objectives. These factors, as relative to capital raising activities, create doubt as to our ability to continue as a going concern. We are seeking to raise additional capital and are targeting strategic partners in an effort to accelerate the sales and marketing of our products and begin generating revenues. Our ability to continue as a going concern is dependent upon the success of future capital offerings or alternative financing arrangements, expansion of our operations and generating sales. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations however, management cannot make any assurances that such financing will be secured. 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 a 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 Intangible Assets 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. Foreign Currency Translation The company translates monetary assets and liabilities (any item paid for or settled in foreign currency) into the United States Dollar at exchange rates prevailing on the balance sheet date. Non-monetary assets and liabilities are translated at the historical rate in effect when the transaction occurred. Revenues and expenses are translated at the spot rate on the date the transaction occurred. Exchange gains and losses from the translation of monetary items are included in unrealized gain/loss on Foreign Exchange as Other Comprehensive Loss. The following table discloses the dates and exchange rates used for converting Canadian Dollar amounts to U.S. Dollar amounts disclosed in the balance sheet and the statement of operations. The spot exchange rate between the Canadian Dollar and the U.S. Dollar on, December 31, 2020 closing rate at 1.2754 1.3388 1.2395 1.2249 Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the "more likely than not" criteria of ASC 740. ASC 740-10 requires that the Company recognize 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 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. 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 probability weighted average series Binomial lattice formula pricing models 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 or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Fair Value of Financial Instruments The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses, and accruals approximate their fair values because of the short maturity of these instruments. The Company believes the carrying value of its secured debenture payable approximates fair value because the terms were negotiated at arm’s length. Recent Accounting Pronouncements There were no new accounting pronouncements issued or proposed by the Financial Accounting Standards Board during the three months ended June 30, 2021, and through the date of filing of this report that the Company believes has had or will have a material impact on its financial position or results of operations, including the recognition of revenue, cash flow, the merger that was consummated on July 18, 2018. The Company has no lease obligations. Income (Loss) Per Common Share Basic net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share of common stock is computed by dividing net income (loss) by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents outstanding. Potential dilutive common share equivalents consist of shares issuable upon exercise of outstanding convertible preferred stock and stock options. For the three and six months ended June 30, 2021, there were no stock options outstanding. For the three and six months ended June 30, 2021, common stock equivalents related to convertible preferred stock and convertible debt have not been included in the calculation of diluted loss per common share because they are anti-dilutive. Therefore, basic loss per common share is the same as diluted loss per common share. There are 1,970,029,676 common shares reserved for the potential conversion of the Company's convertible debt. |
DEBENTURE
DEBENTURE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBENTURE | NOTE 2 - DEBENTURE DPTI issued a convertible Debenture to the University 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 by April 24, 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 June 30, 2021, the quarterly principal repayment amounts will be US$49,750. 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 loss for the three months ended June 30, 2021 and 2020, were $ 16,154 39,046 39,046 For the three months ended June 30, 2021, and 2020, the Company recorded interest expense of $ 13,463 12,255 As of June 30, 2021 the debenture liability totaled $ 1,210,155 Future minimum required payments over the next 5 years and thereafter are as follows: Future minimum required payments Period ending June 30, 2022 $ – 2023 – 2024 – 2025 – 2026 and after 1,210,155 Total $ 1,210,155 |
CONVERTIBLE DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT SECURITIES | NOTE 3 – 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 June 30, 2021. Management determined the expected volatility of 425.68 0.07 Schedule of convertible debt Face Debt Initial Change Derivative Amount Discount Loss in FMV 6/30/2021 $ 90,228 $ – $ 58,959 $ (51,635 ) $ 78,488 162,150 – 74,429 (84,378 ) 152,222 72,488 – 11,381 (6,399 ) 112,674 53,397 – 5,651 13,592 94,616 53,864 – 28,566 (5,860 ) 69,333 18,613 – 16,558 (1,142 ) 13,512 40,000 – 10,605 (4,416 ) 51,397 42,350 22,302 7,350 (4,887 ) 54,120 94,200 57,316 19,200 (8,263 ) 105,683 76,200 58,036 16,200 (5,915 ) 86,548 64,200 49,073 14,200 74,788 74,788 825,000 779,194 203,500 – – Subtotal 1,584,574 965,921 466,599 (235,737 ) 893,381 Transaction expense – – – – – $ 1,584,574 $ 965,921 $ 466,599 $ (235,737 ) $ 893,381 On April 5, 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 $ 64,200 3,500 4.5 50,000 On April 26, 2021, the Company entered a Securities Purchase Agreement (the “ SPA Registration Rights Agreement FirstFire 825,000 FirstFire Note 750,000 January 26, 2022 10 0.015 0.005 550,000,000 60,000,000 1,122,000 249,333 The Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the Securities and Exchange Commission (the “ Commission On May 19, 2021, the Company entered into a Stipulation of Settlement with four note holders pursuant to which the Company agreed to pay $173,000 to the note holders. On June 3, 2021, the Company entered into a Settlement and Mutual Release Agreement with Auctus Fund, LLC (the “Lender”). Pursuant to the Agreement, the Lender agreed to convert the Promissory Note issued on September 25, 2018 by the Company to the Lender in the principal amount of $ 100,000 12,500,000 2,500,000 As of June 30, 2021 and 2020 respectively, there was 1,584,574 1,072,663 965,921 1,313 893,381 1,232,344 |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 4 - STOCKHOLDERS' DEFICIT As of June 30, 2021, there were 4,770,327,191 shares of common stock and 88,235 |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 5 - COMMITMENTS & CONTINGENCIES Potential Royalty Payments The Company, in consideration of the terms of the debenture to the University of New Brunswick, shall pay to the University a two percent royalty on sales of any and all products or services which incorporate the Company's patents for a period of five years from April 24, 2018. Legal Matters Carebourn Capital, L.P. On January 29, 2021, Carebourn Capital, L.P. (“ Carebourn Also on January 29, 2021, Carebourn moved for a temporary injunction to enjoin the Company from transferring any shares of its common stock to any third parties. Following submission of briefing by both parties and oral arguments on Carebourn’s motion, on March 17, 2021, the Court denied Carebourn’s motion for a temporary injunction. On April 14, 2021, Carebourn filed an amended complaint and asserted new claims. On May 13, 2021, the Company filed a motion to dismiss Carebourn’s amended complaint, arguing that Carebourn is conducting itself as an unregistered dealer, in violation of Section 15(a) of the Securities and Exchange Act of 1934 (the “ Act As of the date hereof, a ruling has not been issued on the foregoing motions to dismiss filed by the Company and other defendants. Furthermore, as of the date hereof, the Company and Carebourn are conducting discovery. The Company intends to defend itself against the allegations asserted in Carebourn’s amended complaint and interpose the defenses provided under the Act, including but not limited to asserting that Carebourn is an unregistered dealer acting in violation of Section 15(a) and, pursuant to Section 29(b), the Company interposing its right to rescind the unlawful securities contracts in their entirety and, furthermore, seek rescissionary damages for any unlawful securities transactions effected by Carebourn. The Company contends that its arguments are brought in good faith, particularly in light of recent SEC enforcement actions and the SEC’s ongoing investigation against Carebourn, among other parties, for violations of federal securities laws, including violations of Section 15(a) of the Act. See U.S. Securities and Exchange Commission v. Carebourn Capital, LP et al, Case No. 1:20-cv-07162 (N.D. Ill.). Former Darkpulse Officers On June 10, 2021, Stephen Goodman, Mark Banash, and David Singer (the “ Former Officers if the case progresses the Company will file countersuits against all plaintiffs. More Capital, LLC On June 29, 2021, More Capital, LLC (“ More On July 20, 2018, the Company filed a motion to dismiss More’s complaint, arguing that the claims asserted against the Company fail to state a claim upon which relief can be granted. The Company intends to defend itself against the allegations asserted in More’s complaint and interpose the defenses provided under the Act, including but not limited to asserting that More is an unregistered dealer acting in violation of Section 15(a) of the Act and, pursuant to Section 29(b) of the Act, the Company interposing its right to rescind the unlawful securities contracts in their entirety and, furthermore, seek rescissionary damages for any unlawful securities transactions effected by More. The Company contends that its arguments are brought in good faith, particularly in light of recent SEC enforcement actions and the SEC’s ongoing investigation against More, among other parties, for violations of federal securities laws, including violations of Section 15(a) of the Act. See U.S. Securities and Exchange Commission v. Carebourn Capital, LP et al, Case No. 1:20-cv-07162 (N.D. Ill.). 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. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Intangible Assets - Intrusion Detection Intellectual Property The Company relies on patent laws and restrictions on disclosure to protect its intellectual property rights. As of June 30, 2021, the Company held 3 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 three months ended June 30, 2021 and 2020, the Company amortized $ 12,757 12,757 Schedule of Intangible Assets 2021 $ 25,514 2022 51,028 2023 51,028 2024 51,028 2025 51,028 Thereafter 138,850 Total $ 368,476 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – 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 three months ended June 30, 2021 and 2020, the Company’s Chief Executive Officer advanced personal funds in the amount of $0 and $33,820 for Company expenses. As of June 30, 2021, the Company’s Chief Executive Officer is owed a total of $98,930 for advanced personal funds. |
PREFERRED STOCK
PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDERS' DEFICIT | |
PREFERRED STOCK | NOTE 8 – PREFERRED STOCK In accordance with the Company’s Certificate of Incorporation, the Company has authorized a total of 2,000,000 0.01 88,235 During the three months ended June 30, 2021, the Company issued no shares of preferred stock . |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Jun. 30, 2021 | |
Common Stock | |
COMMON STOCK | NOTE 9 – COMMON STOCK In accordance with the Company’s bylaws, the Company has authorized a total of 20,000,000,000 0.0001 4,770,327,191 4,088,762,156 During the three months ended June 30, 2021, the Company issued the following shares of common stock : On April 15, 2021, the Company issued an aggregate of 8,065,040 47,850 2,153 On April 30, 2021, the Company issued 60,000,000 825,000 On June 4, 2021, the Company issued an aggregate of 12,500,000 76,656 260 |
STOCK OPTIONS
STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 10 – STOCK OPTIONS During the three months ended June 30, 2021, the Company did no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS The Company evaluated events occurring after the date of the accompanying unaudited condensed consolidated balance sheets through the date the financial statements were issued and has identified the following subsequent events that it believes require disclosure: On July 12, 2021, the Company issued an aggregate of 1,784,146 shares of common stock upon the conversion of convertible debt, as issued on January 12, 2021, in the amount of $42,350. On July 14, 2021, the Company issued an aggregate of 45,037,115 shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $93,864 and interest of $26,246. On July 14, 2021, the Company entered a Securities Purchase Agreement (the “ GS SPA On July 19, 2021, the Company issued an aggregate of 2,898,382 shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $10,497 and interest of $6,748. On August 3, 2021, the Company entered into an Engagement Agreement and Terms and Conditions (the “Agreement”) with Energy & Industrial Advisory Partners, LLC ( “EIAP”). Pursuant to the Agreement, the Company has engaged EIAP to serve as an advisor to the Company in the proposed transaction for agreed target company or any of its subsidiaries and/or the whole or any part of its or their business or assets (the “Transaction”). EIAP will receive a monthly retainer of $10,000 per month payable upon receipt of an invoice. EIAP will also receive a consulting bonus fee of $350,000 payable upon completion of the Transaction. In the event of successful completion of the Transaction as a result of EIAP’s involvement, EIAP agrees to deduct the total retainer fee from the consulting bonus fee. The Agreement may be terminated, with or without cause, by either party upon ten days’ written prior notice thereof to the other party. If (a) during the term of the Agreement, or (b) within two years following the date of the Agreement’s termination by the Company (provided that such two-year period shall be extended by the same period of time that the Company takes to settle in full all fees, expenses and/or outlays due or to become due to EIAP as at the date of the Agreement’s termination), the Company completes a transaction with the target company or a similar transaction to the Transaction, then the Company shall pay the consulting bonus fee at the completion of the transaction. On August 9, 2021, the Company entered into a Share Purchase Agreement with Optilan Guernsey Limited and Optilan Holdco 2 Limited (the “Sellers”), pursuant to which the Company purchased from the Sellers all of the issued and outstanding equity interests of Optilan HoldCo 3 Limited, a private company incorporated in England and Wales (“Optilan”) for £1.00 and also a commitment to enter into the Subscription (as defined below). As of August 9, 2021, the Company owns all of the equity interests of Optilan. On August 9, 2021, the Company entered into a Subscription Agreement (the “Subscription”) with Optilan, pursuant to which the Company agreed to purchase an aggregate of 4,000,000 Ordinary Shares of Optilan (the “Shares”) for an aggregate purchase price of £4,000,000. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S Securities and Exchange Commission for Interim Financial Information. The condensed consolidated financial statements of the Company include the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of June 30, 2021, and the results of operations for three and six months and cash flows for the six months ended June 30, 2021 have been included. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year. |
Description of Business | 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. |
Going Concern Uncertainty | Going Concern Uncertainty As shown in the accompanying financial statements, during the six months ended June 30, 2021, the Company did not generate any revenues and reported a net loss of $ 237,481 2,915,206 148,562 The Company will require additional funding to finance the growth of our operations and achieve our strategic objectives. These factors, as relative to capital raising activities, create doubt as to our ability to continue as a going concern. We are seeking to raise additional capital and are targeting strategic partners in an effort to accelerate the sales and marketing of our products and begin generating revenues. Our ability to continue as a going concern is dependent upon the success of future capital offerings or alternative financing arrangements, expansion of our operations and generating sales. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations however, management cannot make any assurances that such financing will be secured. |
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 a 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 |
Intangible Assets | Intangible Assets 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. |
Foreign Currency Translation | Foreign Currency Translation The company translates monetary assets and liabilities (any item paid for or settled in foreign currency) into the United States Dollar at exchange rates prevailing on the balance sheet date. Non-monetary assets and liabilities are translated at the historical rate in effect when the transaction occurred. Revenues and expenses are translated at the spot rate on the date the transaction occurred. Exchange gains and losses from the translation of monetary items are included in unrealized gain/loss on Foreign Exchange as Other Comprehensive Loss. The following table discloses the dates and exchange rates used for converting Canadian Dollar amounts to U.S. Dollar amounts disclosed in the balance sheet and the statement of operations. The spot exchange rate between the Canadian Dollar and the U.S. Dollar on, December 31, 2020 closing rate at 1.2754 1.3388 1.2395 1.2249 |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the "more likely than not" criteria of ASC 740. ASC 740-10 requires that the Company recognize 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 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. 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 probability weighted average series Binomial lattice formula pricing models 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 or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses, and accruals approximate their fair values because of the short maturity of these instruments. The Company believes the carrying value of its secured debenture payable approximates fair value because the terms were negotiated at arm’s length. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were no new accounting pronouncements issued or proposed by the Financial Accounting Standards Board during the three months ended June 30, 2021, and through the date of filing of this report that the Company believes has had or will have a material impact on its financial position or results of operations, including the recognition of revenue, cash flow, the merger that was consummated on July 18, 2018. The Company has no lease obligations. |
Income (Loss) Per Common Share | Income (Loss) Per Common Share Basic net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share of common stock is computed by dividing net income (loss) by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents outstanding. Potential dilutive common share equivalents consist of shares issuable upon exercise of outstanding convertible preferred stock and stock options. For the three and six months ended June 30, 2021, there were no stock options outstanding. For the three and six months ended June 30, 2021, common stock equivalents related to convertible preferred stock and convertible debt have not been included in the calculation of diluted loss per common share because they are anti-dilutive. Therefore, basic loss per common share is the same as diluted loss per common share. There are 1,970,029,676 common shares reserved for the potential conversion of the Company's convertible debt. |
DEBENTURE (Tables)
DEBENTURE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Future minimum required payments | Future minimum required payments Period ending June 30, 2022 $ – 2023 – 2024 – 2025 – 2026 and after 1,210,155 Total $ 1,210,155 |
CONVERTIBLE DEBT SECURITIES (Ta
CONVERTIBLE DEBT SECURITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | Schedule of convertible debt Face Debt Initial Change Derivative Amount Discount Loss in FMV 6/30/2021 $ 90,228 $ – $ 58,959 $ (51,635 ) $ 78,488 162,150 – 74,429 (84,378 ) 152,222 72,488 – 11,381 (6,399 ) 112,674 53,397 – 5,651 13,592 94,616 53,864 – 28,566 (5,860 ) 69,333 18,613 – 16,558 (1,142 ) 13,512 40,000 – 10,605 (4,416 ) 51,397 42,350 22,302 7,350 (4,887 ) 54,120 94,200 57,316 19,200 (8,263 ) 105,683 76,200 58,036 16,200 (5,915 ) 86,548 64,200 49,073 14,200 74,788 74,788 825,000 779,194 203,500 – – Subtotal 1,584,574 965,921 466,599 (235,737 ) 893,381 Transaction expense – – – – – $ 1,584,574 $ 965,921 $ 466,599 $ (235,737 ) $ 893,381 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets 2021 $ 25,514 2022 51,028 2023 51,028 2024 51,028 2025 51,028 Thereafter 138,850 Total $ 368,476 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Net loss | $ 185,607 | $ 51,874 | $ 140,240 | $ 74,298 | $ 237,481 | $ 214,538 | ||
Working capital | 2,915,206 | 2,915,206 | ||||||
Cash | (148,562) | $ (1,419) | (148,562) | $ (1,419) | $ (337) | $ (1,210) | ||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||||||
Canada, Dollars | ||||||||
Foreign currency translation rates | 1.2395 | 1.2395 | 1.2754 | |||||
Foreign currency translation rates during the period | 1.2249 | 1.3388 |
DEBENTURE (Details)
DEBENTURE (Details) | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 and after | 1,210,155 |
Total | $ 1,210,155 |
DEBENTURE (Details Narrative)
DEBENTURE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||||
Unrealized gain (loss) on derivatives | $ 16,154 | $ 39,046 | $ 34,063 | $ (53,601) | |
Interest expense | 13,463 | $ 12,255 | |||
Debenture liability | $ 1,210,155 | $ 1,210,155 | $ 1,176,092 |
CONVERTIBLE DEBT SECURITIES (De
CONVERTIBLE DEBT SECURITIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Amortization of discount | $ 171,554 | $ 38,101 | |||
Change in Fair Market Value | $ 358,440 | $ (11,544) | 327,496 | $ 43,169 | |
Derivative balance | 893,381 | 893,381 | $ 1,232,344 | ||
Convertible Debt 1 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 90,228 | 90,228 | |||
Amortization of discount | 0 | ||||
Initial loss | 58,959 | ||||
Change in Fair Market Value | (51,635) | ||||
Derivative balance | 78,488 | 78,488 | |||
Transaction expense | 0 | ||||
Convertible Debt 2 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 162,150 | 162,150 | |||
Amortization of discount | 0 | ||||
Initial loss | 74,429 | ||||
Change in Fair Market Value | (84,378) | ||||
Derivative balance | 152,222 | 152,222 | |||
Transaction expense | 0 | ||||
Convertible Debt 3 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 72,488 | 72,488 | |||
Amortization of discount | 0 | ||||
Initial loss | 11,381 | ||||
Change in Fair Market Value | (6,399) | ||||
Derivative balance | 112,674 | 112,674 | |||
Transaction expense | 0 | ||||
Convertible Debt 4 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 53,397 | 53,397 | |||
Amortization of discount | 0 | ||||
Initial loss | 5,651 | ||||
Change in Fair Market Value | 13,592 | ||||
Derivative balance | 94,616 | 94,616 | |||
Transaction expense | 0 | ||||
Convertible Debt 5 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 53,864 | 53,864 | |||
Amortization of discount | 0 | ||||
Initial loss | 28,566 | ||||
Change in Fair Market Value | (5,860) | ||||
Derivative balance | 69,333 | 69,333 | |||
Transaction expense | 0 | ||||
Convertible Debt 6 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 18,613 | 18,613 | |||
Amortization of discount | 0 | ||||
Initial loss | 16,558 | ||||
Change in Fair Market Value | (1,142) | ||||
Derivative balance | 13,512 | 13,512 | |||
Convertible Debt 7 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 40,000 | 40,000 | |||
Amortization of discount | 0 | ||||
Initial loss | 10,605 | ||||
Change in Fair Market Value | (4,416) | ||||
Derivative balance | 51,397 | 51,397 | |||
Convertible Debt 8 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 42,350 | 42,350 | |||
Amortization of discount | 22,302 | ||||
Initial loss | 7,350 | ||||
Change in Fair Market Value | (4,887) | ||||
Derivative balance | 54,120 | 54,120 | |||
Convertible Debt 9 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 94,200 | 94,200 | |||
Amortization of discount | 57,316 | ||||
Initial loss | 19,200 | ||||
Change in Fair Market Value | (8,263) | ||||
Derivative balance | 105,683 | 105,683 | |||
Convertible Debt 10 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 76,200 | 76,200 | |||
Amortization of discount | 58,036 | ||||
Initial loss | 16,200 | ||||
Change in Fair Market Value | (5,915) | ||||
Derivative balance | 86,548 | 86,548 | |||
Convertible Debt 11 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 64,200 | 64,200 | |||
Amortization of discount | 49,073 | ||||
Initial loss | 14,200 | ||||
Change in Fair Market Value | 74,788 | ||||
Derivative balance | 74,788 | 74,788 | |||
Convertible Debt 12 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 825,000 | 825,000 | |||
Amortization of discount | 779,194 | ||||
Initial loss | 203,500 | ||||
Change in Fair Market Value | 0 | ||||
Derivative balance | 0 | 0 | |||
Derivative Liabilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 1,584,574 | 1,584,574 | |||
Amortization of discount | 965,921 | ||||
Initial loss | 466,599 | ||||
Change in Fair Market Value | (235,737) | ||||
Derivative balance | $ 893,381 | $ 893,381 |
CONVERTIBLE DEBT SECURITIES (_2
CONVERTIBLE DEBT SECURITIES (Details Narrative) - USD ($) | Jun. 03, 2021 | Apr. 05, 2021 | Apr. 26, 2021 | Sep. 25, 2018 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Volatility Rate | 425.68% | ||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Risk Free Interest Rate | 0.07% | ||||||
Share issued for compensation | 60,000,000 | ||||||
Share issued for compensation | $ 1,122,000 | ||||||
Interest expenses | 249,333 | ||||||
Share consideration | 12,500,000 | ||||||
Convertible debt outstanding | 1,584,574 | $ 1,584,574 | $ 1,072,663 | ||||
Unamortized debt discount | 965,921 | 965,921 | 1,313 | ||||
Derivative liability | $ 893,381 | $ 893,381 | $ 1,232,344 | ||||
Geneva Roth [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 64,200 | ||||||
Debt issuance costs | $ 3,500 | ||||||
Debt stated interest rate | 4.50% | ||||||
Proceeds from convertible debt | $ 50,000 | ||||||
First Fire Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 825,000 | ||||||
Purchase price of firstfire | $ 750,000 | ||||||
Maturity date | Jan. 26, 2022 | ||||||
Interest rate | 10.00% | ||||||
Share price | $ 0.015 | ||||||
Conversion price | $ 0.005 | ||||||
Common Stock reserve | 550,000,000 | ||||||
Convertible Promissory Note [Member] | Lender [Member] | Mutual Release Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 100,000 | ||||||
Convertible Promissory Note [Member] | Lender [Member] | Securities Purchase Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of share sold | 2,500,000 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' DEFICIT | ||
Common stock, shares issued | 4,770,327,191 | 4,088,762,156 |
Common stock, shares outstanding | 4,770,327,191 | 4,088,762,156 |
Preferred stock shares, issued | 88,235 | 88,235 |
preferred stock shares, outstanding | 88,235 | 88,235 |
INTANGIBLE ASSETS (Details - Fu
INTANGIBLE ASSETS (Details - Future amortization) | Jun. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 25,514 |
2022 | 51,028 |
2023 | 51,028 |
2024 | 51,028 |
2025 | 51,028 |
Thereafter | 138,850 |
Total | $ 368,476 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 12,757 | $ 12,757 | $ 25,514 | $ 25,514 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' DEFICIT | ||
Convertible preferred stock - shares authorized | 2,000,000 | 2,000,000 |
Convertible preferred stock - par value | $ 0.01 | $ 0.01 |
Convertible preferred stock - shares issued | 88,235 | 88,235 |
Convertible preferred stock - shares outstanding | 88,235 | 88,235 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | Jun. 04, 2021 | Apr. 30, 2021 | Apr. 15, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 4,770,327,191 | 4,088,762,156 | |||
Common stock, shares outstanding | 4,770,327,191 | 4,088,762,156 | |||
Conversion Of Convertible Debt [Member] | |||||
Class of Stock [Line Items] | |||||
Debt converted, shares issued | 12,500,000 | 60,000,000 | 8,065,040 | ||
Debt converted, amount converted | $ 76,656 | $ 825,000 | $ 47,850 | ||
Debt converted, interest converted | $ 260 | $ 2,153 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) | 6 Months Ended |
Jun. 30, 2021shares | |
Share-based Payment Arrangement [Abstract] | |
Stock options options | 0 |