Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
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, 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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 2,564,492 | $ 337 |
Accounts receivable, net | 5,812,003 | 0 |
Inventory | 1,630,051 | 0 |
Other current assets | 137,979 | 0 |
TOTAL CURRENT ASSETS | 11,248,401 | 337 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 1,837,399 | 0 |
Operating lease right-of-use assets | 1,476,771 | 0 |
Patents, net | 355,719 | 393,990 |
Goodwill | 15,536,899 | 0 |
Other assets, net | 282,881 | 91,464 |
TOTAL NON-CURRENT ASSETS | 19,489,673 | 485,454 |
TOTAL ASSETS | 30,738,072 | 485,791 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 9,549,305 | 1,089,869 |
Convertible notes, net of discount $111,888 and $39,414 respectively | 1,091,375 | 931,158 |
Notes payable | 2,000,000 | 0 |
Customer deposits | 4,802,891 | 0 |
Derivative Liability | 479,088 | 1,220,877 |
Contract liabilities | 2,699,688 | 0 |
Operating lease liabilities - current | 575,446 | 0 |
Other current liabilities | 2,190,110 | 0 |
TOTAL CURRENT LIABILITIES | 23,387,903 | 3,241,904 |
NON-CURRENT LIABILITIES: | ||
Secured debenture | 1,184,516 | 1,176,092 |
Operating lease liabilities - non-current | 1,592,880 | 0 |
TOTAL NON-CURRENT LIABILITIES | 2,777,396 | 1,176,092 |
TOTAL LIABILITIES | 26,165,299 | 4,417,996 |
STOCKHOLDERS' DEFICIT | ||
Common Stock, Par Value $0.0001, 20,000,000,000 shares authorized 4,922,968,442 and 4,088,762,156 shares issued and outstanding respectively | 492,297 | 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 | 883 | 883 |
Paid in capital in excess of par value | 12,327,090 | 1,805,813 |
Accumulated other comprehensive income | 168,496 | 315,832 |
Accumulated deficit | (8,374,480) | (6,450,170) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 4,572,773 | (3,932,205) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 30,738,072 | $ 485,791 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Convertible Notes, discount | $ 111,888 | $ 39,414 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common stock, shares issued | 4,922,968,442 | 4,088,762,156 |
Common stock, shares outstanding | 4,922,968,442 | 4,088,762,156 |
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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
REVENUE | $ 3,500,970 | $ 0 | $ 3,500,970 | $ 0 |
COST OF GOODS SOLD | 2,767,239 | 0 | 2,767,239 | 0 |
GROSS PROFIT | 733,731 | 0 | 733,731 | 0 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 406,940 | 34,782 | 531,793 | 120,866 |
Salaries, wages and payroll taxes | 1,007,453 | 0 | 1,007,453 | 187 |
Professional fees | 1,680,600 | 0 | 1,901,572 | 48,297 |
Depreciation and amortization | 91,222 | 12,757 | 116,736 | 38,271 |
Debt transaction expenses | 33,000 | 0 | 184,950 | 0 |
TOTAL OPERATING EXPENSES | 3,219,215 | 47,539 | 3,742,504 | 207,621 |
NET OPERATING LOSS | (2,485,484) | (47,539) | (3,008,773) | (207,621) |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (320,706) | (37,318) | (671,290) | (97,842) |
Gain on settlement of debt | 785,240 | 0 | 785,240 | 1,000 |
TOTAL OTHER INCOME (EXPENSE) | 798,655 | (126,483) | 1,084,462 | (180,940) |
NET LOSS | (1,686,829) | (174,022) | (1,924,311) | (388,561) |
Net Loss attributable to noncontrolling interests in variable interest entity and subsidiary | 15,838 | 0 | 15,838 | 0 |
Net loss attributable to Company stockholders | $ (1,670,991) | $ (174,022) | $ (1,908,473) | $ (388,561) |
LOSS PER SHARE: | ||||
Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||
Basic and Diluted | 4,835,935,495 | 2,355,108,904 | 4,679,197,410 | 1,754,933,152 |
CONDENSED STATEMENT OF COMPREHE
CONDENSED STATEMENT OF COMPREHENSIVE GAIN/ LOSS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
NET LOSS | $ (1,670,991) | $ (174,022) | $ (1,908,473) | $ (388,561) |
OTHER COMPREHENSIVE GAIN (LOSS) | ||||
Unrealized Gain (Loss) on Foreign Exchange | 26,539 | (39,945) | (7,524) | 13,656 |
COMPREHENSIVE LOSS | $ (1,644,452) | $ (213,967) | $ (1,915,997) | $ (374,905) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDER'S DEFICIT (UNAUDITED) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Distributions [Member] | Noncontrolling Interest Insubsidiary [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 883 | $ 13,920,421 | $ (1,000) | $ (11,877,864) | $ (12,439) | $ (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) | (12,439) | 429,421 | (6,248,626) | (3,789,204) |
Ending Balance, shares 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) | (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 | (388,561) | ||||||||
Ending balance, value at Sep. 30, 2020 | $ 883 | $ 33,948,172 | (1,000) | (31,773,340) | (12,439) | (12,439) | 350,429 | (6,562,889) | (4,050,184) |
Ending Balance, shares at Sep. 30, 2020 | 88,235 | 3,394,817,156 | |||||||
Beginning balance, value at Mar. 31, 2020 | $ 883 | $ 13,920,421 | (1,000) | (11,877,864) | (12,439) | (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) | (12,439) | 390,374 | (6,388,866) | (3,953,290) |
Ending Balance, shares at Jun. 30, 2020 | 88,235 | 1,609,184,970 | |||||||
Conversion of convertible notes | $ 17,856,322 | (17,739,248) | 117,074 | ||||||
Conversion of convertible notes, shares | 1,785,632,186 | ||||||||
Foreign currency adjustment | (39,945) | (39,945) | |||||||
Net loss | (174,022) | (174,022) | |||||||
Ending balance, value at Sep. 30, 2020 | $ 883 | $ 33,948,172 | (1,000) | (31,773,340) | (12,439) | (12,439) | 350,429 | (6,562,889) | (4,050,184) |
Ending Balance, shares at Sep. 30, 2020 | 88,235 | 3,394,817,156 | |||||||
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) | |
Ending Balance, shares 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 | (1,924,311) | ||||||||
Ending balance, value at Sep. 30, 2021 | $ 883 | $ 492,297 | (1,000) | 12,327,090 | (6,400) | (34,113) | 168,496 | (8,374,480) | 4,572,773 |
Ending Balance, shares at Sep. 30, 2021 | 88,235 | 4,922,968,442 | |||||||
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 | ||||||||
Issuance of common stock for public offering ,shares | 84,727,527 | ||||||||
Foreign currency adjustment | (16,154) | (16,154) | |||||||
Net loss | (185,607) | (185,607) | |||||||
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) | |
Ending Balance, shares at Jun. 30, 2021 | 88,235 | 4,770,327,191 | |||||||
Conversion of convertible notes | $ 4,972 | 183,679 | 188,651 | ||||||
Conversion of convertible notes, shares | 49,719,643 | ||||||||
Issuance of common stock for public offering | $ 8,473 | 7,991,527 | 8,000,000 | ||||||
Foreign currency adjustment | (113,273) | (113,273) | |||||||
Net loss | (1,686,829) | (1,686,829) | |||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | 319 | 399,681 | 400,000 | ||||||
Ending balance, value at Sep. 30, 2021 | $ 883 | $ 492,297 | (1,000) | 12,327,090 | (6,400) | (34,113) | 168,496 | (8,374,480) | 4,572,773 |
Share-based compensation ,shares | 3,194,081 | ||||||||
Ending Balance, shares at Sep. 30, 2021 | 88,235 | 4,922,968,442 | |||||||
Share-based compensation | $ 319 | $ 399,681 | $ 400,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (1,924,311) | $ (388,561) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Gain on extinguishment of debt | (785,240) | 0 |
Stock based compensation | 649,334 | 0 |
Derivative liability | (741,789) | 44,684 |
Amortization of debt discount | 404,087 | 39,414 |
Depreciation and amortization | 116,736 | 38,271 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (893,366) | 0 |
Inventory | 410,836 | 0 |
Unbilled Revenue | (563,555) | 0 |
Contract liability | (1,439,504) | 0 |
Accounts payable and accrued expenses | (4,362,016) | 280,370 |
Operating lease liabilities | 1,398,068 | 0 |
Other current liabilities | (778,874) | 0 |
Net Cash Used by Operating Activities | (7,446,593) | 4,278 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (78,662) | 0 |
Business acquisitions, net of cash received | (152,683) | 0 |
Deposits | (124,000) | 0 |
Investment in patents | (191,420) | (4,969) |
Net Cash Used by Investing Activities | (546,765) | (4,969) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock from offering | 8,000,000 | 0 |
Proceeds from convertible notes payable | 1,102,700 | 0 |
Payments on convertible notes | (384,600) | 0 |
Proceeds from notes payable | 2,000,000 | 0 |
Net Cash Provided by Financing Activities | 10,718,100 | 0 |
Net Cash Increase (Decrease) | 2,724,742 | (691) |
Effect of exchange rate on cash | (160,587) | 0 |
Cash, Beginning of Period | 337 | 1,210 |
Cash, End of Period | 2,564,492 | 519 |
Supplementary Cash Flow Information: | ||
Interest paid in cash | 0 | 0 |
Taxes paid in cash | $ 0 | $ 0 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 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 September 30, 2021, and the results of operations for three and nine months and cash flows for the nine months ended September 30, 2021 have been included. The results of operations for the three and nine months ended September 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 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. The Company has recently completed several acquisitions. See Note 2 – Business Acquisitions for more information. Going Concern Uncertainty As shown in the accompanying financial statements, during the nine months ended September 30, 2021, the Company reported a net loss of $ 1,924,311 12,139,502 2,564,492 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. COVID-19 Pandemic On January 30, 2020, the World Health Organization (WHO) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spread globally beyond the point of origin. On March 20, 2020 the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of these condensed consolidated financial statements. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s combined financial condition, liquidity and future results of operations. Management is actively monitoring the impact of the global situation on its consolidated financial condition, liquidity, operations, suppliers, industry and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2021 beyond the results presented in these condensed consolidated financial statements and this quarterly report. Due to the impacts of COVID-19 we have seen an increase in recruiting and labor costs as well as delays in supply chain. Revenue Recognition The Company’s revenues are generated primarily from the sale of our products, which consist primarily of advanced technology solutions for integrated communications and security systems. At contract inception, we assess the goods and services promised in the contract with customers and identify a performance obligation for each. To determine the performance obligation, we consider all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration expected to be received in exchange for transferring goods and services. We generally recognize product revenues at the time of shipment, provided that all other revenue recognition criteria have been met. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Contract liabilities is shown separately in the unaudited consolidated balance sheets as current liabilities. At September 30, 2021 and December 31, 2020, we had contract liabilities of $ 2,699,688 0 Cost of Product Sales and Services Cost of sales consists primarily of materials, airtime and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. There are certain costs which are deferred and recorded as prepaids, until such revenue is recognized. Refer to revenue recognition above as to what constitutes deferred revenue. 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 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. Goodwill and other intangible assets In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: · Significant underperformance relative to expected historical or projected future operating results; · Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and · Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, Optilan, is maintained using the appropriate local currency, Great British Pound, 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 three and nine months ended September 30, 2021, closing rate at 1.3468 1.3787 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. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. 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 September 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 nine months ended September 30, 2021, there were no stock options outstanding. For the three and nine months ended September 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. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS | NOTE 2 – BUSINESS ACQUISITIONS Optilan Holdco 3 Limited On August 9, 2021, the Company entered into a Share Purchase Agreement with Optilan Guernsey Limited and Optilan Holdco 2 Limited (the “Sellers”), pursuant to which the Company purchased from the Sellers all of the issued and outstanding equity interests of Optilan HoldCo 3 Limited, a private company incorporated in England and Wales (“Optilan”) for £1.00 and also a commitment to enter into the Subscription (as defined below). As of August 9, 2021, the Company owns all of the equity interests of Optilan. The Company has accounted for the purchase using the acquisition method of accounting for business combinations under ASC 805. Accordingly, the purchase price has been allocated to the underlying assets and liabilities in proportion to their respective fair values. The excess of the consideration transferred over the estimated fair values of the net assets acquired was recorded as goodwill. The following table summarizes the acquired assets and assumed liabilities and the preliminary acquisition accounting for the fair value of the assets and liabilities recognized in the Condensed Consolidated Balance Sheet at September 30, 2021: Schedule of fair value of assets and liabilities in acquisition Fair Value Cash $ 736,177 Accounts receivable 4,619,381 Inventory 2,040,887 Unbilled revenue 540,321 Property & equipment 1,393,274 Right of use 1,385,825 Goodwill 12,181,350 Total assets 22,891,215 Accounts payable 11,622,018 Contract deposits 3,168,493 Contract liabilities, current 4,139,193 Lease liabilities, current 141,730 Other current liabilities 2,496,725 Lease liabilities, noncurrent 628,529 Total purchase consideration $ 694,527 This purchase price allocation is preliminary and is pending the finalization of the third-party valuation analysis and working capital, as the Company has not yet completed the detailed valuation analyses as of the filing date of this Form 10-Q. Wildlife Specialists, LLC and Remote Intelligence, LLC On August 30, 2021, we closed two separate Membership Interest Purchase Agreements (the “ MPAs RI WS 15,000,000 500,000 60 The Company has accounted for the purchase using the acquisition method of accounting for business combinations under ASC 805. Accordingly, the purchase price has been allocated to the underlying assets and liabilities in proportion to their respective fair values. The excess of the consideration transferred over the estimated fair values of the net assets acquired was recorded as goodwill. The following table summarizes the acquired assets and assumed liabilities and the preliminary acquisition accounting for the fair value of the assets and liabilities recognized in the Condensed Consolidated Balance Sheet at September 30, 2021: Schedule of fair value of assets and liabilities in acquisition WILDLIFE SPECIALISTS Fair Value Cash $ 33,910 Accounts receivable 161,866 Other current assets 600 Property & equipment 99,490 Goodwill 1,191,085 Total assets 1,486,951 Accounts payable 151,888 Other current liabilities 241,763 Total purchase consideration $ 1,478,000 Schedule of fair value of assets and liabilities in acquisition REMOTE INTELLIGENCE Fair Value Cash $ 6,158 Accounts receivable 24,036 Property & equipment 111,636 Goodwill 1,729,800 Total assets 1,871,630 Accounts payable 141,859 Other long term liabilities 251,771 Total purchase consideration $ 1,478,000 These purchase price allocations are preliminary and are pending the finalization of the third-party valuation analysis and working capital, as the Company has not yet completed the detailed valuation analyses as of the filing date of this Form 10-Q. TJM Electronics West, Inc. On September 8, 2021, we entered into and closed the Stock Purchase Agreement (the “ TJM SPA TJM 450,000 The Company has accounted for the purchase using the acquisition method of accounting for business combinations under ASC 805. Accordingly, the purchase price has been allocated to the underlying assets and liabilities in proportion to their respective fair values. The excess of the consideration transferred over the estimated fair values of the net assets acquired was recorded as goodwill. The following table summarizes the acquired assets and assumed liabilities and the preliminary acquisition accounting for the fair value of the assets and liabilities recognized in the Condensed Consolidated Balance Sheet at September 30, 2021: Schedule of fair value of assets and liabilities in acquisition Fair Value Accounts receivable $ 3,400 Property & equipment 91,051 Goodwill 355,549 Total assets 450,000 Total purchase consideration $ 450,000 This purchase price allocation is preliminary and is pending the finalization of the third-party valuation analysis and working capital, as the Company has not yet completed the detailed valuation analyses as of the filing date of this Form 10-Q. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 3 – REVENUE The following table is a summary of the Company’s timing of revenue recognition for the three and nine months ended September 30, 2021 and 2020: Schedule of timing of revenue recognition Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Timing of revenue recognition: Services and products transferred at a point in time $ 3,500,970 $ – $ 3,500,970 $ – Services and products transferred over time 138 – 328 – Total revenue $ 3,500,970 $ – $ 3,500,970 $ – The Company disaggregates revenue by source and geographic destination to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue by source consisted of the following for the three and nine months ended September 30, 2021 and 2020: Schedule of revenue by source consisted Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenue by products and services: Products $ 1,533,377 $ – $ 1,533,377 $ – Services 1,967,593 – 1,967,593 – Total revenue $ 3,500,970 $ – $ 3,500,970 $ – Revenue by geographic destination consisted of the following for the for the three and nine months ended September 30, 2021 and 2020: Schedule of revenue by geographic destination Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenue by geography: North America $ 120,336 $ – $ 120,336 $ – International 3,380,634 – 3,380,634 – Total revenue $ 3,500,970 $ – $ 3,500,970 $ – Contract Balances The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. Contract liabilities consist of cash payments received (or unconditional rights to receive cash) in advance of fulfilling performance obligations. As of September 30, 2021, the Company did not have a contract assets balance. The following table is a summary of the Company’s opening and closing balances of contract liabilities related to contracts with customers. Schedule of contract liabilities related to contracts with customers Total Balance at December 31, 2020 $ – Additions through advance billings to or payments from vendors – Additions through business acquisition 4,139,193 Revenue recognized from current period advance billings to or payments from vendors – Revenue recognized from amounts acquired through business acquisition 1,439,505 Balance at September 30, 2021 $ 2,699,688 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 4 – ACCOUNTS RECEIVABLE Accounts receivable consisted of the following as of September 30, 2021 and December 31, 2020: Schedule of accounts receivable September 30, December 31, 2021 2020 Accounts receivable $ 5,812,003 $ – Less: Allowance for doubtful accounts – – Total accounts receivable $ 5,812,003 $ – |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 5 – INVENTORY Inventory consisted of the following as of September 30, 2021 and December 31, 2020: Schedule of inventory September 30, December 31, 2021 2020 Raw materials $ 209,478 $ – Work in progress 1,401,521 – Finished goods 19,052 – Total inventory 1,630,051 – Reserve – – Total inventory, net $ 1,630,051 $ – |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of September 30, 2021 and December 31, 2020: Schedule of property, plant and equipment September 30, December 31, 2021 2020 Property and equipment $ 1,775,332 $ – Leasehold improvements 63,180 – 1,838,512 – Less - accumulated depreciation (1,113 ) – $ 1,837,399 $ – |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of September 30, 2021 and December 31, 2020: Schedule of accounts payable and accrued liabilities September 30, December 31, 2021 2020 Accounts payable $ 8,946,714 $ 519,899 Accrued liabilities 602,591 569,970 Total accounts payable and accrued expenses $ 9,549,305 $ 1,089,869 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
LEASES | NOTE 8 – LEASES We adopted ASC 842 “Leases” using the modified retrospective approach, electing the practical expedient that allows us not to restate our comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. The following was included in our balance sheet as of September 30, 2021: Schedule of operating leases Operating leases September 30, 2021 Assets ROU operating lease assets $ 1,476,771 Liabilities Current portion of operating lease $ 575,446 Operating lease, net of current portion $ 1,592,880 Total operating lease liabilities $ 2,168,326 The weighted average remaining lease term and weighted average discount rate at September 30, 2021 were as follows: Schedule of weighted average remaining lease term and weighted average discount rate Weighted average remaining lease term (years) September 30, 2021 Operating leases 6.61 Weighted average discount rate Operating leases 6.00 Operating Leases On January 12, 2021, the Company’s new acquired subsidiary entered into an operating lease agreement to rent office space in Mumbai, India. This three-year agreement commenced January 12, 2021 with an annual rent of approximately $ 50,000 On May 27, 2021, the Company’s new acquired subsidiary entered into an operating lease agreement to rent office space in Mumbai, United Kingdom. This ten-year agreement commenced May 27, 2021 with an annual rent of approximately $ 85,000 The following table reconciles future minimum operating lease payments to the discounted lease liability as of September 30, 2021: Schedule of future minimum operating lease payments 2021 82,394 2022 330,171 2023 324,910 2024 279,112 2025 and later 842,673 Total lease payments 1,859,260 Less imputed interest (391,127 ) Total lease obligations 1,468,133 Less current obligations (330,171 ) Long-term lease obligations $ 1,137,962 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 9 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table sets forth the changes in the carrying amount of goodwill for the nine months ended September 30, 2021: Schedule of changes in carrying amount of goodwill Total Balance at December 31, 2020 $ – 2021 Acquisitions 15,536,899 Balance at September 30, 2021 $ 15,536,899 Intangible Assets - Intrusion Detection Intellectual Property The Company relies on patent laws and restrictions on disclosure to protect its intellectual property rights. As of September 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 September 30, 2021 and 2020, the Company amortized $12,757 and $12,757, respectively. Future amortization of intangible assets is as follows: Schedule of future amortization of intangible assets 2021 $ 12,757 2022 51,028 2023 51,028 2024 51,028 2025 51,028 Thereafter 138,850 Total $ 355,719 |
DEBT AGREEMENTS
DEBT AGREEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT AGREEMENTS | NOTE 10 – DEBT AGREEMENTS Secured 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 September 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 September 30, 2021 and 2020, were $ 16,155 39,047 For the three months ended September 30, 2021, and 2020, the Company recorded interest expense of $ 13,168 12,255 As of September 30, 2021 the debenture liability totaled $ 1,184,516 Future minimum required payments over the next 5 years and thereafter are as follows: Schedule of future minimum debt payments Period ending September 30, 2022 $ – 2023 – 2024 – 2025 – 2026 and after 1,184,516 Total $ 1,184,516 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 September 30, 2021. Management determined the expected volatility of 359.78%, a risk-free rate of interest of 0.09%, and contractual lives of the debt varying from six months to two years. The table below details the Company's nine outstanding convertible notes, with totals for the face amount, amortization of discount, initial loss, change in the fair market value, and the derivative liability. Schedule of debt Face Debt Initial Change Derivative Amount Discount Loss in FMV 9/30/2021 $ 90,228 $ – $ 58,959 $ 30,042 $ 108,530 162,150 – 74,429 42,819 195,041 72,488 – 11,381 (25,482 ) 87,192 53,397 – 5,651 13,592 94,615 53,864 – 28,566 (69,333 ) – 18,613 – 16,558 (13,512 ) – 40,000 – 10,605 (51,397 ) – 42,350 – 7,350 54,120 – 94,200 – 19,200 (105,683 ) – 76,200 – 16,200 (86,548 ) – 64,200 – 14,200 (74,788 ) – 825,000 733,387 203,500 – – Subtotal 1,584,574 733,387 466,599 (517,087 ) 479,088 Transaction expense – – – – – $ 1,584,574 $ 733,387 $ 466,599 $ (517,087 ) $ 479,088 On July 14, 2021, the Company entered a Securities Purchase Agreement (the “ GS SPA 2,000,000 1,980,000 6 As of September 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 | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 11 - STOCKHOLDERS' DEFICIT As of September 30, 2021, there were shares of common stock and 88,235 shares of preferred stock issued and outstanding. Preferred Stock In accordance with the Company’s Certificate of Incorporation, the Company has authorized a total of 2,000,000 shares of preferred stock, par value $ 0.01 88,235 During the three months ended September 30, 2021, the Company issued no shares of preferred stock . Common Stock In accordance with the Company’s bylaws, the Company has authorized a total of 20,000,000,000 0.0001 4,922,968,442 4,088,762,156 During the three months ended September 30, 2021, the Company issued the following shares of common stock : On July 12, 2021, the Company issued an aggregate of 1,784,146 42,350 On July 14, 2021, the Company issued an aggregate of 45,037,115 93,864 26,246 On July 19, 2021, the Company issued an aggregate of 2,898,382 10,497 6,748 Stock Options During the three months ended September 30, 2021, the Company did not issue any stock options and had no Public Offerings On August 19, 2021, we entered into the Purchase Agreement with GHS, for the offering of up to $ 45,000,000 31,799,260 3,300,000 0.1038 First Closing 2,790,000 275,000 125,000 150,000 1,073,730 Pursuant to the Purchase Agreement, on August 31, 2021, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 27,297,995 3,300,000 0.120888 Second Closing 2,885,000 262,000 112,000 150,000 1,185,771 Pursuant to the Purchase Agreement, on September 22, 2021, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us, 25,630,272 2,000,000 0.085836 Third Closing 1,915,000 185,000 85,000 100,000 934,580 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
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 three months ended September 30, 2021 and 2020, the Company’s Chief Executive Officer advanced personal funds in the amount of $ 0 10,582 23,980 |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 13 - 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 September 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, 2021, 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14– 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: Effective October 1, 2021, we entered into and closed the Membership Purchase Agreement (the “ TerraData MPA TerraData Pursuant to the Purchase Agreement, on October 1, 2021, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us, 37,187,289 Fourth Closing Pursuant to the Purchase Agreement, on October 14, 2021, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us, 14,282,304 shares of Common Stock for total proceeds to us, net of discounts, of $1,055,000, at an effective price of $0.08125 per share (the “ Fifth Closing |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 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 September 30, 2021, and the results of operations for three and nine months and cash flows for the nine months ended September 30, 2021 have been included. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year. |
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. |
Revenue Recognition | Revenue Recognition The Company’s revenues are generated primarily from the sale of our products, which consist primarily of advanced technology solutions for integrated communications and security systems. At contract inception, we assess the goods and services promised in the contract with customers and identify a performance obligation for each. To determine the performance obligation, we consider all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration expected to be received in exchange for transferring goods and services. We generally recognize product revenues at the time of shipment, provided that all other revenue recognition criteria have been met. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Contract liabilities is shown separately in the unaudited consolidated balance sheets as current liabilities. At September 30, 2021 and December 31, 2020, we had contract liabilities of $ 2,699,688 0 |
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 |
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. |
Goodwill and other intangible assets | Goodwill and other intangible assets In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: · Significant underperformance relative to expected historical or projected future operating results; · Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and · Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, Optilan, is maintained using the appropriate local currency, Great British Pound, 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 three and nine months ended September 30, 2021, closing rate at 1.3468 1.3787 |
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. |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. |
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 September 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 nine months ended September 30, 2021, there were no stock options outstanding. For the three and nine months ended September 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. |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Optilan Holdco [Member] | |
Business Acquisition [Line Items] | |
Schedule of fair value of assets and liabilities in acquisition | Schedule of fair value of assets and liabilities in acquisition Fair Value Cash $ 736,177 Accounts receivable 4,619,381 Inventory 2,040,887 Unbilled revenue 540,321 Property & equipment 1,393,274 Right of use 1,385,825 Goodwill 12,181,350 Total assets 22,891,215 Accounts payable 11,622,018 Contract deposits 3,168,493 Contract liabilities, current 4,139,193 Lease liabilities, current 141,730 Other current liabilities 2,496,725 Lease liabilities, noncurrent 628,529 Total purchase consideration $ 694,527 |
Wildlife Specialists [Member] | |
Business Acquisition [Line Items] | |
Schedule of fair value of assets and liabilities in acquisition | Schedule of fair value of assets and liabilities in acquisition WILDLIFE SPECIALISTS Fair Value Cash $ 33,910 Accounts receivable 161,866 Other current assets 600 Property & equipment 99,490 Goodwill 1,191,085 Total assets 1,486,951 Accounts payable 151,888 Other current liabilities 241,763 Total purchase consideration $ 1,478,000 |
Remote Intelligence [Member] | |
Business Acquisition [Line Items] | |
Schedule of fair value of assets and liabilities in acquisition | Schedule of fair value of assets and liabilities in acquisition REMOTE INTELLIGENCE Fair Value Cash $ 6,158 Accounts receivable 24,036 Property & equipment 111,636 Goodwill 1,729,800 Total assets 1,871,630 Accounts payable 141,859 Other long term liabilities 251,771 Total purchase consideration $ 1,478,000 |
T J M Electronics West Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of fair value of assets and liabilities in acquisition | Schedule of fair value of assets and liabilities in acquisition Fair Value Accounts receivable $ 3,400 Property & equipment 91,051 Goodwill 355,549 Total assets 450,000 Total purchase consideration $ 450,000 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue by source consisted | Schedule of revenue by source consisted Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenue by products and services: Products $ 1,533,377 $ – $ 1,533,377 $ – Services 1,967,593 – 1,967,593 – Total revenue $ 3,500,970 $ – $ 3,500,970 $ – |
Schedule of revenue by geographic destination | Schedule of revenue by geographic destination Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenue by geography: North America $ 120,336 $ – $ 120,336 $ – International 3,380,634 – 3,380,634 – Total revenue $ 3,500,970 $ – $ 3,500,970 $ – |
Schedule of contract liabilities related to contracts with customers | Schedule of contract liabilities related to contracts with customers Total Balance at December 31, 2020 $ – Additions through advance billings to or payments from vendors – Additions through business acquisition 4,139,193 Revenue recognized from current period advance billings to or payments from vendors – Revenue recognized from amounts acquired through business acquisition 1,439,505 Balance at September 30, 2021 $ 2,699,688 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Schedule of accounts receivable September 30, December 31, 2021 2020 Accounts receivable $ 5,812,003 $ – Less: Allowance for doubtful accounts – – Total accounts receivable $ 5,812,003 $ – |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Schedule of inventory September 30, December 31, 2021 2020 Raw materials $ 209,478 $ – Work in progress 1,401,521 – Finished goods 19,052 – Total inventory 1,630,051 – Reserve – – Total inventory, net $ 1,630,051 $ – |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Schedule of property, plant and equipment September 30, December 31, 2021 2020 Property and equipment $ 1,775,332 $ – Leasehold improvements 63,180 – 1,838,512 – Less - accumulated depreciation (1,113 ) – $ 1,837,399 $ – |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Schedule of accounts payable and accrued liabilities September 30, December 31, 2021 2020 Accounts payable $ 8,946,714 $ 519,899 Accrued liabilities 602,591 569,970 Total accounts payable and accrued expenses $ 9,549,305 $ 1,089,869 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Schedule of operating leases | Schedule of operating leases Operating leases September 30, 2021 Assets ROU operating lease assets $ 1,476,771 Liabilities Current portion of operating lease $ 575,446 Operating lease, net of current portion $ 1,592,880 Total operating lease liabilities $ 2,168,326 |
Schedule of future minimum operating lease payments | Schedule of future minimum operating lease payments 2021 82,394 2022 330,171 2023 324,910 2024 279,112 2025 and later 842,673 Total lease payments 1,859,260 Less imputed interest (391,127 ) Total lease obligations 1,468,133 Less current obligations (330,171 ) Long-term lease obligations $ 1,137,962 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | Schedule of changes in carrying amount of goodwill Total Balance at December 31, 2020 $ – 2021 Acquisitions 15,536,899 Balance at September 30, 2021 $ 15,536,899 |
Schedule of future amortization of intangible assets | Schedule of future amortization of intangible assets 2021 $ 12,757 2022 51,028 2023 51,028 2024 51,028 2025 51,028 Thereafter 138,850 Total $ 355,719 |
DEBT AGREEMENTS (Tables)
DEBT AGREEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of future minimum debt payments | Schedule of future minimum debt payments Period ending September 30, 2022 $ – 2023 – 2024 – 2025 – 2026 and after 1,184,516 Total $ 1,184,516 |
Schedule of debt | Schedule of debt Face Debt Initial Change Derivative Amount Discount Loss in FMV 9/30/2021 $ 90,228 $ – $ 58,959 $ 30,042 $ 108,530 162,150 – 74,429 42,819 195,041 72,488 – 11,381 (25,482 ) 87,192 53,397 – 5,651 13,592 94,615 53,864 – 28,566 (69,333 ) – 18,613 – 16,558 (13,512 ) – 40,000 – 10,605 (51,397 ) – 42,350 – 7,350 54,120 – 94,200 – 19,200 (105,683 ) – 76,200 – 16,200 (86,548 ) – 64,200 – 14,200 (74,788 ) – 825,000 733,387 203,500 – – Subtotal 1,584,574 733,387 466,599 (517,087 ) 479,088 Transaction expense – – – – – $ 1,584,574 $ 733,387 $ 466,599 $ (517,087 ) $ 479,088 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Net loss | $ 1,686,829 | $ 185,607 | $ 51,874 | $ 174,022 | $ 140,240 | $ 74,298 | $ 1,924,311 | $ 388,561 | ||
Cash | 2,564,492 | $ 519 | 2,564,492 | $ 519 | $ 337 | $ 1,210 | ||||
Contract liabilities | 2,699,688 | 2,699,688 | $ 0 | |||||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||||||||
United Kingdom, Pounds | ||||||||||
Foreign Currency Exchange RateTranslation | 1.3468 | 1.3468 |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details - Fair value of assets and liabilities) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 15,536,899 | $ 0 |
Optilan Holdco 3 Limited [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 736,177 | |
Accounts receivable | 4,619,381 | |
Inventory | 2,040,887 | |
Unbilled revenue | 540,321 | |
Property & equipment | 1,393,274 | |
Goodwill | 12,181,350 | |
Total assets | 22,891,215 | |
Accounts payable | 11,622,018 | |
Contract liabilities, current | 4,139,193 | |
Other current liabilities | 2,496,725 | |
Other long term liabilities | 628,529 | |
Total purchase consideration | 694,527 | |
Wildlife Specialists [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 33,910 | |
Accounts receivable | 161,866 | |
Other current assets | 600 | |
Property & equipment | 99,490 | |
Goodwill | 1,191,085 | |
Total assets | 1,486,951 | |
Accounts payable | 151,888 | |
Other current liabilities | 241,763 | |
Total purchase consideration | 1,478,000 | |
Remote Intelligence [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 6,158 | |
Accounts receivable | 24,036 | |
Property & equipment | 111,636 | |
Goodwill | 1,729,800 | |
Total assets | 1,871,630 | |
Accounts payable | 141,859 | |
Other long term liabilities | 251,771 | |
Total purchase consideration | 1,478,000 | |
T J M Electronics West Inc [Member] | ||
Business Acquisition [Line Items] | ||
Accounts receivable | 3,400 | |
Property & equipment | 91,051 | |
Total assets | 450,000 | |
Goodwill | 355,549 | |
Total purchase consideration | $ 450,000 |
BUSINESS ACQUISITIONS (Detail_2
BUSINESS ACQUISITIONS (Details Narrative) - USD ($) | Sep. 30, 2021 | Sep. 08, 2021 | Aug. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Common stock shares | 4,922,968,442 | 4,088,762,156 | ||
T J M Electronics West Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Equity interests | $ 450,000 | |||
Majority Shareholder [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock shares | 15,000,000 | |||
Ownership percentgae | 60.00% |
REVENUE (Details - Timing of re
REVENUE (Details - Timing of revenue recognition) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 3,500,970 | $ 0 | $ 3,500,970 | $ 0 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,500,970 | 0 | 3,500,970 | 0 |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 138 | $ 0 | $ 328 | $ 0 |
REVENUE (Details - Revenue by s
REVENUE (Details - Revenue by source) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 3,500,970 | $ 0 | $ 3,500,970 | $ 0 |
Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,533,377 | 0 | 1,533,377 | 0 |
Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,967,593 | $ 0 | $ 1,967,593 | $ 0 |
REVENUE (Details - Revenue by g
REVENUE (Details - Revenue by geographic destination) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 3,500,970 | $ 0 | $ 3,500,970 | $ 0 |
North America [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 120,336 | 0 | 120,336 | 0 |
International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 3,380,634 | $ 0 | $ 3,380,634 | $ 0 |
REVENUE (Details - Contract lia
REVENUE (Details - Contract liabilities) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Beginning balance | $ 0 |
Revenue recognized from amounts acquired through business acquisition | 1,439,505 |
Ending Balance | $ 2,699,688 |
ACCOUNTS RECEIVEABLE (Details)
ACCOUNTS RECEIVEABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Accounts receivable | $ 5,812,003 | $ 0 |
Less: Allowance for doubtful accounts | 0 | 0 |
Total accounts receivable | $ 5,812,003 | $ 0 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 209,478 | |
Work in progress | 1,401,521 | |
Finished goods | 19,052 | |
Total inventory | 1,630,051 | |
Reserve | ||
Total inventory, net | $ 1,630,051 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,838,512 | $ 0 |
Accumulated depreciation | (1,113) | 0 |
Property, Plant and Equipment, Net | 1,837,399 | 0 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,775,332 | 0 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 63,180 | $ 0 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts payable and accrued expenses | $ 9,549,305 | $ 1,089,869 |
Accounts Payable [Member] | ||
Accounts payable and accrued expenses | 8,946,714 | 519,899 |
Accrued Liabilities [Member] | ||
Accounts payable and accrued expenses | $ 602,591 | $ 569,970 |
LEASES (Details - Balance sheet
LEASES (Details - Balance sheet) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
ROU operating lease assets | $ 1,476,771 | $ 0 |
Current portion of operating lease | 575,446 | 0 |
Operating lease, net of current portion | 1,592,880 | $ 0 |
Total operating lease liabilities | $ 2,168,326 |
LEASES (Details - Other Informa
LEASES (Details - Other Information) | Sep. 30, 2021 |
Leases | |
Operating leases | 6 years 7 months 9 days |
Operating leases percentage | 6.00% |
LEASES (Details - Future minimu
LEASES (Details - Future minimum operating lease payments) | Sep. 30, 2021USD ($) |
Leases | |
2021 | $ 82,394 |
2022 | 330,171 |
2023 | 324,910 |
2024 | 279,112 |
2025 and later | 842,673 |
Total lease payments | $ 1,859,260 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Jan. 12, 2021 | May 27, 2021 |
Leases | ||
Annual rent | $ 50,000 | $ 85,000 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 0 |
2021 Acquisitions | 15,536,899 |
Ending balance | 15,536,899 |
2021 | 12,757 |
2022 | 51,028 |
2023 | 51,028 |
2024 | 51,028 |
2025 | 51,028 |
Thereafter | 138,850 |
Total | $ 355,719 |
DEBT AGREEMENTS (Details-Future
DEBT AGREEMENTS (Details-Future minimum payments) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 and after | 1,184,516 |
Total | $ 1,184,516 |
DEBT AGREEMENTS (Details- Fair
DEBT AGREEMENTS (Details- Fair Market Value) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Offsetting Assets [Line Items] | |||
Amortization of discount | $ 404,087 | $ 39,414 | |
Derivative balance | 893,381 | $ 1,232,344 | |
Convertible Debt 1 [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 90,228 | ||
Amortization of discount | 0 | ||
Initial loss | 58,959 | ||
Change in Fair Market Value | 30,042 | ||
Derivative balance | 108,530 | ||
Transaction expense | 0 | ||
Convertible Debt 2 [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 162,150 | ||
Amortization of discount | 0 | ||
Initial loss | 74,429 | ||
Change in Fair Market Value | 42,819 | ||
Derivative balance | 195,041 | ||
Transaction expense | 0 | ||
Convertible Debt 3 [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 72,488 | ||
Amortization of discount | 0 | ||
Initial loss | 11,381 | ||
Change in Fair Market Value | (25,482) | ||
Derivative balance | 87,192 | ||
Transaction expense | 0 | ||
Convertible Debt 4 [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 53,397 | ||
Amortization of discount | 0 | ||
Initial loss | 5,651 | ||
Change in Fair Market Value | 13,592 | ||
Derivative balance | 94,615 | ||
Transaction expense | 0 | ||
Convertible Debt 5 [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 53,864 | ||
Amortization of discount | 0 | ||
Initial loss | 28,566 | ||
Change in Fair Market Value | (69,333) | ||
Derivative balance | 0 | ||
Transaction expense | 0 | ||
Convertible Debt 6 [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 18,613 | ||
Amortization of discount | 0 | ||
Initial loss | 16,558 | ||
Change in Fair Market Value | (13,512) | ||
Derivative balance | 0 | ||
Convertible Debt 7 [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 40,000 | ||
Amortization of discount | 0 | ||
Initial loss | 10,605 | ||
Change in Fair Market Value | (51,397) | ||
Derivative balance | 0 | ||
Convertible Debt 8 [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 42,350 | ||
Amortization of discount | 0 | ||
Initial loss | 7,350 | ||
Change in Fair Market Value | 54,120 | ||
Derivative balance | 0 | ||
Convertible Debt 9 [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 94,200 | ||
Amortization of discount | 0 | ||
Initial loss | 19,200 | ||
Change in Fair Market Value | (105,683) | ||
Derivative balance | 0 | ||
Convertible Debt 10 [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 76,200 | ||
Amortization of discount | 0 | ||
Initial loss | 16,200 | ||
Change in Fair Market Value | (86,548) | ||
Derivative balance | 0 | ||
Convertible Debt 11 [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 64,200 | ||
Amortization of discount | 0 | ||
Initial loss | 14,200 | ||
Change in Fair Market Value | (74,788) | ||
Derivative balance | 0 | ||
Convertible Debt 12 [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 825,000 | ||
Amortization of discount | 733,387 | ||
Initial loss | 203,500 | ||
Change in Fair Market Value | 0 | ||
Derivative balance | 0 | ||
Derivative Liabilities [Member] | |||
Offsetting Assets [Line Items] | |||
Face amount | 1,584,574 | ||
Amortization of discount | 733,387 | ||
Initial loss | 466,599 | ||
Change in Fair Market Value | (517,087) | ||
Derivative balance | $ 479,088 |
DEBT AGREEMENTS (Details Narrat
DEBT AGREEMENTS (Details Narrative) - USD ($) | Jul. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Unrealized gain (loss) on derivatives | $ 16,155 | $ 39,047 | ||
Interest expense | 13,168 | $ 12,255 | ||
Debenture liability | 1,184,516 | |||
Convertible debt outstanding | 1,584,574 | $ 1,072,663 | ||
Unamortized debt discount | 965,921 | 1,313 | ||
Derivative liability | $ 893,381 | $ 1,232,344 | ||
Lender [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Principal amount | $ 2,000,000 | |||
Interest rate | 6.00% |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Jul. 19, 2021 | Jul. 14, 2021 | Jul. 12, 2021 | Sep. 22, 2021 | Aug. 31, 2021 | Aug. 19, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 | ||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares issued | 4,922,968,442 | 4,088,762,156 | ||||||||
Common stock, shares outstanding | 4,922,968,442 | 4,088,762,156 | ||||||||
Stock options options | 0 | |||||||||
Net proceeds | $ 8,000,000 | $ 0 | ||||||||
Cash | 2,564,492 | $ 519 | $ 337 | $ 1,210 | ||||||
Public Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Net proceeds | $ 2,790,000 | |||||||||
Public Offering [Member] | First Closing [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Offering cost | $ 45,000,000 | |||||||||
Number of shares sell | 31,799,260 | |||||||||
Net of discounts | $ 3,300,000 | |||||||||
Cash | 150,000 | |||||||||
Public Offering [Member] | First Closing [Member] | J H Darbie C O [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Placement fee | 275,000 | |||||||||
Cash | 125,000 | |||||||||
Public Offering [Member] | Second Closing [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sell | 27,297,995 | |||||||||
Net of discounts | $ 3,300,000 | |||||||||
Net proceeds | $ 2,885,000 | |||||||||
Cash | 150,000 | |||||||||
Public Offering [Member] | Second Closing [Member] | J H Darbie C O [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Placement fee | 262,000 | |||||||||
Cash | 112,000 | |||||||||
Public Offering [Member] | Third Closing [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sell | 25,630,272 | |||||||||
Net of discounts | $ 2,000,000 | |||||||||
Net proceeds | $ 1,915,000 | |||||||||
Cash | 100,000 | |||||||||
Public Offering [Member] | Third Closing [Member] | J H Darbie C O [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Placement fee | 185,000 | |||||||||
Cash | $ 85,000 | |||||||||
Conversion Of Convertible Debt [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt converted, shares issued | 2,898,382 | 45,037,115 | 1,784,146 | |||||||
Debt converted, amount converted | $ 10,497 | $ 93,864 | $ 42,350 | |||||||
Class D Voting Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
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 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Costs | $ 0 | $ 10,582 |