false
0000866439
0000866439
2023-01-01
2023-09-30
0000866439
2023-09-30
0000866439
2022-12-31
0000866439
us-gaap:SeriesAPreferredStockMember
2023-09-30
0000866439
us-gaap:SeriesAPreferredStockMember
2022-12-31
0000866439
DPLS:SeriesDConvertiblePreferredStockMember
2023-09-30
0000866439
DPLS:SeriesDConvertiblePreferredStockMember
2022-12-31
0000866439
2023-07-01
2023-09-30
0000866439
2022-07-01
2022-09-30
0000866439
2022-01-01
2022-09-30
0000866439
DPLS:PreferredStockSeriesAMember
2021-12-31
0000866439
DPLS:PreferredStockSeriesDMember
2021-12-31
0000866439
us-gaap:CommonStockMember
2021-12-31
0000866439
DPLS:PreferredStockSeriesAMember
2022-03-31
0000866439
DPLS:PreferredStockSeriesDMember
2022-03-31
0000866439
us-gaap:CommonStockMember
2022-03-31
0000866439
DPLS:PreferredStockSeriesAMember
2022-06-30
0000866439
DPLS:PreferredStockSeriesDMember
2022-06-30
0000866439
us-gaap:CommonStockMember
2022-06-30
0000866439
DPLS:PreferredStockSeriesAMember
2022-12-31
0000866439
DPLS:PreferredStockSeriesDMember
2022-12-31
0000866439
us-gaap:CommonStockMember
2022-12-31
0000866439
DPLS:PreferredStockSeriesAMember
2023-03-31
0000866439
DPLS:PreferredStockSeriesDMember
2023-03-31
0000866439
us-gaap:CommonStockMember
2023-03-31
0000866439
DPLS:PreferredStockSeriesAMember
2023-06-30
0000866439
DPLS:PreferredStockSeriesDMember
2023-06-30
0000866439
us-gaap:CommonStockMember
2023-06-30
0000866439
us-gaap:TreasuryStockCommonMember
2021-12-31
0000866439
us-gaap:AdditionalPaidInCapitalMember
2021-12-31
0000866439
us-gaap:NoncontrollingInterestMember
2021-12-31
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2021-12-31
0000866439
us-gaap:RetainedEarningsMember
2021-12-31
0000866439
2021-12-31
0000866439
us-gaap:TreasuryStockCommonMember
2022-03-31
0000866439
us-gaap:AdditionalPaidInCapitalMember
2022-03-31
0000866439
us-gaap:NoncontrollingInterestMember
2022-03-31
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-03-31
0000866439
us-gaap:RetainedEarningsMember
2022-03-31
0000866439
2022-03-31
0000866439
us-gaap:TreasuryStockCommonMember
2022-06-30
0000866439
us-gaap:AdditionalPaidInCapitalMember
2022-06-30
0000866439
us-gaap:NoncontrollingInterestMember
2022-06-30
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-06-30
0000866439
us-gaap:RetainedEarningsMember
2022-06-30
0000866439
2022-06-30
0000866439
us-gaap:TreasuryStockCommonMember
2022-12-31
0000866439
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0000866439
us-gaap:NoncontrollingInterestMember
2022-12-31
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-12-31
0000866439
us-gaap:RetainedEarningsMember
2022-12-31
0000866439
us-gaap:TreasuryStockCommonMember
2023-03-31
0000866439
us-gaap:AdditionalPaidInCapitalMember
2023-03-31
0000866439
us-gaap:NoncontrollingInterestMember
2023-03-31
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-03-31
0000866439
us-gaap:RetainedEarningsMember
2023-03-31
0000866439
2023-03-31
0000866439
us-gaap:TreasuryStockCommonMember
2023-06-30
0000866439
us-gaap:AdditionalPaidInCapitalMember
2023-06-30
0000866439
us-gaap:NoncontrollingInterestMember
2023-06-30
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-06-30
0000866439
us-gaap:RetainedEarningsMember
2023-06-30
0000866439
2023-06-30
0000866439
DPLS:PreferredStockSeriesAMember
2022-01-01
2022-03-31
0000866439
DPLS:PreferredStockSeriesDMember
2022-01-01
2022-03-31
0000866439
us-gaap:CommonStockMember
2022-01-01
2022-03-31
0000866439
DPLS:PreferredStockSeriesAMember
2022-04-01
2022-06-30
0000866439
DPLS:PreferredStockSeriesDMember
2022-04-01
2022-06-30
0000866439
us-gaap:CommonStockMember
2022-04-01
2022-06-30
0000866439
DPLS:PreferredStockSeriesAMember
2022-07-01
2022-09-30
0000866439
DPLS:PreferredStockSeriesDMember
2022-07-01
2022-09-30
0000866439
us-gaap:CommonStockMember
2022-07-01
2022-09-30
0000866439
DPLS:PreferredStockSeriesAMember
2023-01-01
2023-03-31
0000866439
DPLS:PreferredStockSeriesDMember
2023-01-01
2023-03-31
0000866439
us-gaap:CommonStockMember
2023-01-01
2023-03-31
0000866439
DPLS:PreferredStockSeriesAMember
2023-04-01
2023-06-30
0000866439
DPLS:PreferredStockSeriesDMember
2023-04-01
2023-06-30
0000866439
us-gaap:CommonStockMember
2023-04-01
2023-06-30
0000866439
DPLS:PreferredStockSeriesAMember
2023-07-01
2023-09-30
0000866439
DPLS:PreferredStockSeriesDMember
2023-07-01
2023-09-30
0000866439
us-gaap:CommonStockMember
2023-07-01
2023-09-30
0000866439
us-gaap:TreasuryStockCommonMember
2022-01-01
2022-03-31
0000866439
us-gaap:AdditionalPaidInCapitalMember
2022-01-01
2022-03-31
0000866439
us-gaap:NoncontrollingInterestMember
2022-01-01
2022-03-31
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-01-01
2022-03-31
0000866439
us-gaap:RetainedEarningsMember
2022-01-01
2022-03-31
0000866439
2022-01-01
2022-03-31
0000866439
us-gaap:TreasuryStockCommonMember
2022-04-01
2022-06-30
0000866439
us-gaap:AdditionalPaidInCapitalMember
2022-04-01
2022-06-30
0000866439
us-gaap:NoncontrollingInterestMember
2022-04-01
2022-06-30
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-04-01
2022-06-30
0000866439
us-gaap:RetainedEarningsMember
2022-04-01
2022-06-30
0000866439
2022-04-01
2022-06-30
0000866439
us-gaap:TreasuryStockCommonMember
2022-07-01
2022-09-30
0000866439
us-gaap:AdditionalPaidInCapitalMember
2022-07-01
2022-09-30
0000866439
us-gaap:NoncontrollingInterestMember
2022-07-01
2022-09-30
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-07-01
2022-09-30
0000866439
us-gaap:RetainedEarningsMember
2022-07-01
2022-09-30
0000866439
us-gaap:TreasuryStockCommonMember
2023-01-01
2023-03-31
0000866439
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-03-31
0000866439
us-gaap:NoncontrollingInterestMember
2023-01-01
2023-03-31
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-01-01
2023-03-31
0000866439
us-gaap:RetainedEarningsMember
2023-01-01
2023-03-31
0000866439
2023-01-01
2023-03-31
0000866439
us-gaap:TreasuryStockCommonMember
2023-04-01
2023-06-30
0000866439
us-gaap:AdditionalPaidInCapitalMember
2023-04-01
2023-06-30
0000866439
us-gaap:NoncontrollingInterestMember
2023-04-01
2023-06-30
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-04-01
2023-06-30
0000866439
us-gaap:RetainedEarningsMember
2023-04-01
2023-06-30
0000866439
2023-04-01
2023-06-30
0000866439
us-gaap:TreasuryStockCommonMember
2023-07-01
2023-09-30
0000866439
us-gaap:AdditionalPaidInCapitalMember
2023-07-01
2023-09-30
0000866439
us-gaap:NoncontrollingInterestMember
2023-07-01
2023-09-30
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-07-01
2023-09-30
0000866439
us-gaap:RetainedEarningsMember
2023-07-01
2023-09-30
0000866439
DPLS:PreferredStockSeriesAMember
2022-09-30
0000866439
DPLS:PreferredStockSeriesDMember
2022-09-30
0000866439
us-gaap:CommonStockMember
2022-09-30
0000866439
DPLS:PreferredStockSeriesAMember
2023-09-30
0000866439
DPLS:PreferredStockSeriesDMember
2023-09-30
0000866439
us-gaap:CommonStockMember
2023-09-30
0000866439
us-gaap:TreasuryStockCommonMember
2022-09-30
0000866439
us-gaap:AdditionalPaidInCapitalMember
2022-09-30
0000866439
us-gaap:NoncontrollingInterestMember
2022-09-30
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-09-30
0000866439
us-gaap:RetainedEarningsMember
2022-09-30
0000866439
2022-09-30
0000866439
us-gaap:TreasuryStockCommonMember
2023-09-30
0000866439
us-gaap:AdditionalPaidInCapitalMember
2023-09-30
0000866439
us-gaap:NoncontrollingInterestMember
2023-09-30
0000866439
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-09-30
0000866439
us-gaap:RetainedEarningsMember
2023-09-30
0000866439
DPLS:OptilanUKMember
2023-01-01
2023-09-30
0000866439
DPLS:OptilanUKMember
DPLS:IndefiniteLivedAssetMember
2023-01-01
2023-09-30
0000866439
DPLS:OptilanUKMember
us-gaap:GoodwillMember
2023-01-01
2023-09-30
0000866439
DPLS:OptilanUKMember
2023-09-30
0000866439
currency:GBP
2023-09-30
0000866439
currency:GBP
2023-01-01
2023-09-30
0000866439
currency:CAD
2023-09-30
0000866439
currency:GBP
2022-09-30
0000866439
currency:GBP
2022-01-01
2022-09-30
0000866439
currency:CAD
2022-09-30
0000866439
us-gaap:FurnitureAndFixturesMember
2023-01-01
2023-09-30
0000866439
DPLS:PlantAndEquipmentMember
2023-01-01
2023-09-30
0000866439
us-gaap:LeaseholdImprovementsMember
2023-01-01
2023-09-30
0000866439
DPLS:MotorVehiclesMember
2023-01-01
2023-09-30
0000866439
DPLS:ConvertibleNotesMember
2023-01-01
2023-09-30
0000866439
DPLS:ConvertibleNotesMember
2022-01-01
2022-09-30
0000866439
us-gaap:SeriesDPreferredStockMember
2023-01-01
2023-09-30
0000866439
us-gaap:SeriesDPreferredStockMember
2022-01-01
2022-09-30
0000866439
us-gaap:TransferredAtPointInTimeMember
2023-07-01
2023-09-30
0000866439
us-gaap:TransferredAtPointInTimeMember
2022-07-01
2022-09-30
0000866439
us-gaap:TransferredAtPointInTimeMember
2023-01-01
2023-09-30
0000866439
us-gaap:TransferredAtPointInTimeMember
2022-01-01
2022-09-30
0000866439
us-gaap:TransferredOverTimeMember
2023-07-01
2023-09-30
0000866439
us-gaap:TransferredOverTimeMember
2022-07-01
2022-09-30
0000866439
us-gaap:TransferredOverTimeMember
2023-01-01
2023-09-30
0000866439
us-gaap:TransferredOverTimeMember
2022-01-01
2022-09-30
0000866439
us-gaap:ProductMember
2023-07-01
2023-09-30
0000866439
us-gaap:ProductMember
2022-07-01
2022-09-30
0000866439
us-gaap:ProductMember
2023-01-01
2023-09-30
0000866439
us-gaap:ProductMember
2022-01-01
2022-09-30
0000866439
us-gaap:ServiceMember
2023-07-01
2023-09-30
0000866439
us-gaap:ServiceMember
2022-07-01
2022-09-30
0000866439
us-gaap:ServiceMember
2023-01-01
2023-09-30
0000866439
us-gaap:ServiceMember
2022-01-01
2022-09-30
0000866439
srt:NorthAmericaMember
2023-07-01
2023-09-30
0000866439
srt:NorthAmericaMember
2022-07-01
2022-09-30
0000866439
srt:NorthAmericaMember
2023-01-01
2023-09-30
0000866439
srt:NorthAmericaMember
2022-01-01
2022-09-30
0000866439
country:GB
2023-07-01
2023-09-30
0000866439
country:GB
2022-07-01
2022-09-30
0000866439
country:GB
2023-01-01
2023-09-30
0000866439
country:GB
2022-01-01
2022-09-30
0000866439
DPLS:RestOfWorldMember
2023-07-01
2023-09-30
0000866439
DPLS:RestOfWorldMember
2022-07-01
2022-09-30
0000866439
DPLS:RestOfWorldMember
2023-01-01
2023-09-30
0000866439
DPLS:RestOfWorldMember
2022-01-01
2022-09-30
0000866439
us-gaap:PropertyPlantAndEquipmentMember
2023-09-30
0000866439
us-gaap:PropertyPlantAndEquipmentMember
2022-12-31
0000866439
us-gaap:LeaseholdImprovementsMember
2023-09-30
0000866439
us-gaap:LeaseholdImprovementsMember
2022-12-31
0000866439
srt:MaximumMember
2023-01-02
0000866439
srt:MinimumMember
2023-01-02
0000866439
DPLS:OptilanLiquidationMember
2023-01-01
2023-03-31
0000866439
DPLS:TradeNameMember
DPLS:OptilanLiquidationMember
2023-09-30
0000866439
DPLS:TradeNameMember
DPLS:OptilanLiquidationMember
2022-12-31
0000866439
us-gaap:PatentsMember
2023-01-01
2023-09-30
0000866439
us-gaap:PatentsMember
2022-01-01
2022-09-30
0000866439
DPLS:NeuralSignalsIncMember
2022-09-09
0000866439
2023-08-07
0000866439
2023-08-06
2023-08-07
0000866439
DPLS:SeptConvertibleNoteMember
2023-09-29
0000866439
us-gaap:ConvertibleDebtMember
2023-01-01
2023-09-30
0000866439
us-gaap:ConvertibleDebtMember
2022-01-01
2022-09-30
0000866439
DPLS:GSSpaNoteMember
2021-07-14
0000866439
DPLS:GSSpaNoteMember
2021-07-13
2021-07-14
0000866439
DPLS:GSSpaNoteMember
2023-09-30
0000866439
DPLS:GSSpaNoteMember
2022-12-31
0000866439
DPLS:RILineOfCreditMember
2023-09-30
0000866439
DPLS:RILineOfCreditMember
2022-12-31
0000866439
DPLS:RIShortTermLoansMember
2023-09-30
0000866439
DPLS:RIShortTermLoansMember
2022-12-31
0000866439
DPLS:WSLineOfCreditMember
2023-09-30
0000866439
DPLS:WSLineOfCreditMember
2022-12-31
0000866439
DPLS:WSShortTermLoansMember
2023-09-30
0000866439
DPLS:WSShortTermLoansMember
2022-12-31
0000866439
DPLS:RISBAEIDLMember
2023-09-30
0000866439
DPLS:RISBAEIDLMember
2022-12-31
0000866439
DPLS:RILongTermLoansMember
2023-09-30
0000866439
DPLS:RILongTermLoansMember
2022-12-31
0000866439
DPLS:WSSBAEIDLMember
2023-09-30
0000866439
DPLS:WSSBAEIDLMember
2022-12-31
0000866439
DPLS:WSLongTermLoansMember
2023-09-30
0000866439
DPLS:WSLongTermLoansMember
2022-12-31
0000866439
2021-01-11
2021-01-12
0000866439
2021-05-26
2021-05-27
0000866439
2021-08-30
2021-08-31
0000866439
2021-10-19
2021-10-20
0000866439
2022-03-08
2022-03-09
0000866439
us-gaap:PreferredStockMember
2023-09-30
0000866439
us-gaap:PreferredStockMember
2022-12-31
0000866439
DPLS:StockIssuedForSettlementOfDisputeMember
2023-01-01
2023-01-31
0000866439
DPLS:StockIssuedForSettlementOfDisputeMember
2023-09-30
0000866439
DPLS:EquityFinancingAgreementMember
2023-01-11
2023-01-12
0000866439
DPLS:EquityFinancingAgreementMember
2023-01-12
0000866439
DPLS:EquityFinancingAgreementMember
2023-01-16
2023-01-17
0000866439
DPLS:EquityFinancingAgreementMember
2023-01-17
0000866439
DPLS:EquityFinancingAgreementMember
2023-01-23
2023-01-24
0000866439
DPLS:EquityFinancingAgreementMember
2023-01-24
0000866439
DPLS:EquityFinancingAgreementMember
2023-02-02
2023-02-03
0000866439
DPLS:EquityFinancingAgreementMember
2023-02-03
0000866439
DPLS:EquityFinancingAgreementMember
2023-02-16
2023-02-17
0000866439
DPLS:EquityFinancingAgreementMember
2023-02-17
0000866439
DPLS:EquityFinancingAgreementMember
2023-02-28
2023-03-01
0000866439
DPLS:EquityFinancingAgreementMember
2023-03-01
0000866439
DPLS:EquityFinancingAgreementMember
2023-03-15
2023-03-16
0000866439
DPLS:EquityFinancingAgreementMember
2023-03-16
0000866439
DPLS:EquityFinancingAgreementMember
2023-03-29
2023-03-30
0000866439
DPLS:EquityFinancingAgreementMember
2023-03-30
0000866439
DPLS:EquityFinancingAgreementMember
2023-04-10
2023-04-11
0000866439
DPLS:EquityFinancingAgreementMember
2023-04-11
0000866439
DPLS:EquityFinancingAgreementMember
2023-04-27
2023-04-28
0000866439
DPLS:EquityFinancingAgreementMember
2023-04-28
0000866439
DPLS:EquityFinancingAgreementMember
2023-06-25
2023-06-26
0000866439
DPLS:EquityFinancingAgreementMember
2023-06-26
0000866439
DPLS:EquityFinancingAgreementMember
2023-07-02
2023-07-03
0000866439
DPLS:EquityFinancingAgreementMember
2023-07-03
0000866439
DPLS:EquityFinancingAgreementMember
2023-07-09
2023-07-10
0000866439
DPLS:EquityFinancingAgreementMember
2023-07-10
0000866439
DPLS:EquityFinancingAgreementMember
2023-09-04
2023-09-05
0000866439
DPLS:EquityFinancingAgreementMember
2023-09-05
0000866439
DPLS:OptilanMember
2023-01-01
2023-09-30
0000866439
DPLS:OptilanMember
2022-01-01
2022-09-30
0000866439
DPLS:RemoteIntelligenceMember
2023-09-30
0000866439
DPLS:RemoteIntelligenceMember
2022-12-31
0000866439
DPLS:WildlifeSpecialistsMember
2023-09-30
0000866439
DPLS:WildlifeSpecialistsMember
2022-12-31
0000866439
DPLS:PurchaseAgreementMember
us-gaap:CommonClassBMember
2022-10-01
2022-10-12
0000866439
DPLS:PurchaseAgreementMember
DPLS:PrivatePlacementWarrantsMember
2022-10-01
2022-10-12
0000866439
DPLS:PurchaseAgreementMember
2022-10-01
2022-10-12
0000866439
2022-01-01
2022-12-31
0000866439
2023-02-06
2023-02-07
0000866439
2023-03-08
2023-03-09
0000866439
DPLS:SPACMember
2023-09-30
0000866439
DPLS:SPACMember
2022-12-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
Table of Contents
As filed with the Securities and Exchange Commission
on December 18, 2023
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
DARKPULSE, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
7372 |
|
87-0472109 |
(State or Other Jurisdiction
of Incorporation) |
|
(Primary Standard
Classification Code) |
|
(IRS Employer
Identification No.) |
815 Walker Street
Suite 1155
Houston, TX 77002
(800) 436-1436
(Address, including zip code, and telephone number,
including area code of registrant’s principal executive offices)
The Corporation Trust Company
Corporation Trust Center
1209 Orange St.
Wilmington, DE 19801
(302) 658-7581
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Brian Higley, Esq.
Business Legal Advisors, LLC
14888 Auburn Sky Drive
Draper, UT 84020
(801) 634-1984
Approximate date of commencement of proposed
sale to the public:
As soon as practicable after the effective date
of this Registration Statement.
Approximate date of commencement of proposed sale
to the public: As soon as practicable and from time to time after this Registration Statement is declared effective.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.
☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
|
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(A) of the Securities
Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(A), may
determine.
The information in this prospectus is not complete
and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission
is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any
jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS |
SUBJECT TO COMPLETION |
DATED DECEMBER 18, 2023 |
![Text
Description automatically generated with medium confidence](https://www.sec.gov/Archives/edgar/data/866439/000168316823008911/image_001.jpg)
3,500,000,000 Shares of Common Stock
This prospectus relates to the offer and resale
of up to 3,500,000,000 shares of our common stock, par value $0.0001 per share (the “Shares”), that may be purchased
by GHS Investments LLC, a Nevada limited liability company (“GHS”), pursuant to the Second Amended Equity Financing
Agreement dated July 10, 2023 between the Company and GHS (the “EFA”). GHS is also referred to herein as the “Selling
Security Holder.”
We will not receive any of the proceeds from the
sales of the Shares by the Selling Security Holder.
The Selling Security Holder identified in this
prospectus may offer the shares of Common Stock from time to time through public or private transactions at prevailing market prices or
at privately negotiated prices. The Selling Security Holder can offer all, some or none of its shares of Common Stock, thus we have no
way of determining the number of shares of Common Stock it will hold after this offering. See “Plan of Distribution.”
The Selling Security Holder is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act.
Our Common Stock is currently quoted on the
OTC Markets under the symbol “DPLS.” On December 15, 2023, the last reported sale price of our Common Stock on the OTC
Markets was $0.0014.
Investing in our Common Stock involves a high
degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors”
beginning on page 5 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is December 18, 2023
TABLE OF CONTENTS
You should rely only on the information contained
in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus.
This prospectus may be used only where it is legal to sell these securities. The information in this prospectus may only be accurate on
the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities.
ABOUT THIS PROSPECTUS
The registration statement of which this prospectus
forms a part that we have filed with the U.S. Securities and Exchange Commission (the “SEC”) and includes exhibits
that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with
the SEC, together with the additional information described under the heading “Where You Can Find More Information” before
making your investment decision.
You should rely only on the information provided
in this prospectus or in any prospectus supplement or any free writing prospectuses or amendments thereto. Neither we, nor the Selling
Security Holder, have authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof.
Our business, financial condition, results of operations and prospects may have changed since that date.
Neither we, nor the Selling Security Holder, are
offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. Neither
we, nor the Selling Security Holder, have done anything that would permit this offering or possession or distribution of this prospectus
in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who
come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities
as to distribution of the prospectus outside of the United States.
Information contained in, and that can be accessed
through, our web site, www.darkpulse.com, does not constitute part of this prospectus.
This prospectus includes market and industry data
that has been obtained from third party sources, including industry publications, as well as industry data prepared by our management
on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and
assumptions relating to such industries based on that knowledge). Management’s knowledge of such industries has been developed through
its experience and participation in these industries. While our management believes the third-party sources referred to in this prospectus
are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this prospectus
or ascertained the underlying economic assumptions relied upon by such sources. Internally prepared and third-party market forecasts in
particular are estimates only and may be inaccurate, especially over long periods of time. In addition, the underwriters have not independently
verified any of the industry data prepared by management or ascertained the underlying estimates and assumptions relied upon by management.
Furthermore, references in this prospectus to any publications, reports, surveys or articles prepared by third parties should not be construed
as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report,
survey or article is not incorporated by reference in this prospectus.
PROSPECTUS SUMMARY
This summary highlights information contained
elsewhere in this prospectus; it does not contain all the information you should consider before investing in our Common Stock. You should
read the entire prospectus before making an investment decision. Throughout this prospectus, the terms the “Company”, “DarkPulse”,
“we,” “us,” “our,” and “our company” refer to DarkPulse, Inc., a Delaware corporation.
Company Overview
DarkPulse, Inc., a Delaware corporation (the “Company”
or “DarkPulse”), is a technology and research and development company focused on the manufacture, sale, installation,
and monitoring of laser sensing systems based on its patented BOTDA dark-pulse sensor technology. The Company develops, markets, and distributes
a full suite of engineering, monitoring, installation and security management solutions for critical infrastructure/key resources to both
industries and governments. Coupled with our patented BOTDA technology, DarkPulse provides its customers a comprehensive data stream of
critical metrics for assessing the health and security of their infrastructure. Our systems provide rapid, precise analysis and responsive
activities predetermined by the end-user customer. The Company’s activities since inception have consisted of developing various
solutions, obtaining patents and trademarks related to its technology, raising capital, acquisition of companies deemed to expand global
operations and/or capabilities, creating key partnerships to expand our suite of products and services. Our activities have evolved to
a sales-focused mission since the successful completion of our BOTDA system in December 2020.
Headquartered in Houston, DarkPulse is a globally-based
technology company with presence through its subsidiaries in the United Kingdom, India, Dubai, Abu Dhabi, Turkey, Azerbaijan, United States
and Canada. In addition to the Company’s BOTDA systems, through a series of strategic acquisitions the Company offers the manufacture,
sale, installation, and monitoring of laser sensing systems, oil and gas pipeline leak detection, physical security services, telecommunications
and satellite communications services, artificial intelligence-based camera systems, railway monitoring services, drone and rover systems,
and Big Data as a Service (“BDaaS”). The Company is focused on expanding services through acquisitions and partnerships
to address global infrastructure and critical environmental resource challenges.
DarkPulse offers a full suite of engineering and
environmental solutions that provide safety and security infrastructure projects. The sensing and monitoring capabilities offered by DarkPulse
and our subsidiary companies operate in the air, land, sea. Our patented technology provides rapid, precise analysis to protect and safeguard
oil and gas pipelines above or below ground, physical security countermeasures, mining operations, and other critical infrastructure/key
resources subject to vulnerability or risk. Our patented brillouin scattering distributed fiber sensing system is best in class. The Company
is able to monitor areas in around critical infrastructure buried or above ground including pipelines 100km or more in length and/ or
localized pipes as small as eight CM DIA, detecting internal anomalies before catastrophic failure. We are developing an intelligent rock
bolt to prevent causalities and fatalities in mining operations and include a real time sensor system that can detect the location and
movement of personnel and equipment throughout a mining operation. We monitor airflow, air quality, temperature, seismic events, etc.
Our sensors cover extended areas, protecting an area from intrusion by detecting events at any location along the sensing cable. Working
safely every day is our first core value and employees at DarkPulse and our subsidiary companies are recognized experts in their fields,
providing comprehensive services for all our clients' needs.
Our Business
We offer a full suite of engineering, installation
and security management solutions to industries and governments. Coupled with our patented BOTDA technology, we provide our customers
a comprehensive data stream of critical metrics for assessing the health and security of their infrastructure. Our comprehensive system
provides for rapid, precise analysis and responsive activities predetermined by the end-user customer. These responses include the
use of “smart” AI platformed cameras, facial recognition technologies and multiple drone platforms. Our User Interface (UI)
is cloud based which offers end-users access to their systems on any device located anywhere in the world. Additional programming of the
UI is being completed within a game engine that will also offer access via Virtual Reality headsets, allowing end-users to virtually inspection
their assets.
Historically, distributed sensor systems have
been too costly, slow and limited in their capabilities to attain widespread use. In addition, Brillouin-based sensors have been plagued
with temperature and strain cross-sensitivity, i.e. the inability to distinguish between temperature and strain change along the same
fiber. The loss of spatial resolution with an increase in fiber length has also limited the use of distributed sensor systems. Due to
these shortcomings, existing technologies are unable to succeed within today’s dynamic environments, and needs for more advanced
sensor technologies have remained unsatisfied.
By contrast to existing technologies, our BOTDA
technology is a distributed-fiber sensing system, based on dark-pulse Brillouin scattering, which reports in real-time on conditions
such as temperature, stress, strain corrosion and structural health monitoring of Critical Infrastructure/Key Resources including Bridges,
Buildings, Roadways pipelines and mining installations.
Our BOTDA technology’s differentiators from
and advantages over existing technologies:
|
· |
Real-time Reporting: Higher data acquisition speeds allowing for structural monitoring of dynamic systems; |
|
|
|
|
· |
Cost to Customer: Significantly lower acquisition and operating costs; |
|
|
|
|
· |
Precision: A greater magnitude of precision and spatial resolution than other systems currently available; |
|
|
|
|
· |
Applications: Wider range of capabilities than other systems currently available; |
|
|
|
|
· |
Power Consumption: Lower power consumption than existing systems allowing for off-grid installations; |
|
|
|
|
· |
Integration: Capable of integrating with existing systems; and |
|
|
|
|
· |
Central station monitoring/cloud based GUI. |
We believe that these key advantages should allow
us not only to enter existing markets, but more importantly, to open new market opportunities with new applications. We intend to leverage
new applications to target clients that have been unable to make use of distributed fiber optic technology to date.
Available Information
All reports of the Company filed with the SEC
are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials
filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also
obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.
Where You Can Find Us
Our executive offices are located at 815 Walker
Street, Suite 1155, Houston, TX 77002, and our telephone number is (800) 436-1436. Our website address is www.darkpulse.com. Information
contained on our website does not form part of this prospectus and is intended for informational purposes only.
THE OFFERING
Common Stock outstanding before the offering |
|
7,815,929,041 shares of Common Stock. |
|
|
|
Common Stock to be outstanding after giving effect to the issuance of 3,500,000,000 shares of Common Stock under the EFA |
|
11,315,929,041 shares of Common Stock. |
|
|
|
Use of Proceeds |
|
We will not receive any of the proceeds from any sale of the shares of Common Stock by the Selling Security Holder. We will receive proceeds from the purchase of the Common Stock under the EFA from the Selling Security Holder. See “Use of Proceeds.” |
|
|
|
Risk Factors |
|
The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 5. |
|
|
|
Trading Symbol |
|
The Company’s Common Stock is quoted on the OTC Markets under the symbol “DPLS.” |
The number of shares of Common Stock
outstanding is based on an aggregate of 7,815,929,041 shares outstanding as of December 18, 2023 and excludes 3,500,000,000 shares of
Common Stock issuable upon purchase of the Shares under the EFA.
For a more detailed description of the Shares
and the EFA, see “Private Placement”.
RISK FACTORS
Readers of this Prospectus should carefully consider
the risks and uncertainties described below.
Our failure to successfully address the risks
and uncertainties described below would have a material adverse effect on our business, financial condition and/or results of operations,
and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure you that
we will successfully address these risks or other unknown risks that may affect our business.
As an enterprise engaged in the commercialization
of new technology, our business is inherently risky. Our common shares are considered speculative during the development of our business
operations. Prospective investors should consider carefully the risk factors set out below.
Summary Risk Factors
The following summarizes certain principal factors
that make an investment in our Company speculative or risky, all of which are more fully described in the “Risk Factors”
section herein. This summary should be read in conjunction with the “Risk Factors” section and should not be relied
upon as an exhaustive summary of the material risks facing the Company.
|
· |
If we default on the Secured Debenture, the secured holder could take possession of our assets, including our patents and other intellectual property. |
|
· |
Several of the convertible notes issued by us are in litigation with uncertain outcomes. |
|
· |
Our stockholders have limited voting power compared to the holder of our Series A Preferred Stock. |
|
· |
We have a limited operating history in an evolving and highly volatile industry, which makes it difficult to evaluate future prospects and may increase the risk that we will not be successful. |
|
· |
We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed. |
|
· |
Our operating results may fluctuate due to market forces out of our control that impact demand for our products and services. |
|
· |
Cyberattacks and security breaches of our systems, or those impacting customers or third parties, could adversely impact our brand and reputation and our business, operating results and financial condition. |
|
· |
Any significant disruption in our technology could adversely impact our brand and reputation and our business, operating results, and financial condition. |
|
· |
Certain large customers provide a significant share of our revenue and the termination of such agreements or reduction in business with such customers could harm our business. If we were to lose or were unable to renew these and other client contracts at favorable terms, our results of operations and financial condition may be adversely affected. |
|
· |
There is no assurance that we will achieve profitability or that our revenue and business models will be successful. |
|
· |
We will require additional capital to support business growth, and this capital might not be available or may require stockholder approval to obtain. |
|
· |
You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock. |
|
· |
The future development and growth of our technology and product offerings are subject to a variety of factors that are difficult to predict and evaluate and may be in the hands of third parties to a substantial extent. If our product offerings do not grow as expected, our business, operating results, and financial condition could be adversely affected. |
|
· |
Our intellectual property rights are valuable, and any inability to protect them could adversely impact our business, operating results, and financial condition. |
Risks Related to Our Business
Our former wholly-owned subsidiary, Optilan
(UK) Limited, is in liquidation. As an unsecured creditor, we are at risk of losing significant repayment obligations due from Optilan
(UK) Limited.
On May 3, 2023, Eversheds Sutherland (International)
LLP, a creditor of Optilan (UK) Limited, filed a petition to wind up (“Winding up Petition”) Optilan (UK) Limited,
a wholly owned subsidiary of the Company’s Subsidiary, Optilan HoldCo 3 Limited, and the matter was due to be heard in the Portsmouth
Combined Court Centre on June 28, 2023.
On June 28, 2023, the High Court of Justice in
the United Kingdom issued a winding-up order for the liquidation and winding up of the affairs of Optilan (UK) Limited (“Optilan
Liquidation”). In conjunction with the order, the court appointed the Official Receiver’s Office (“OR”)
to take the appointment as liquidator of Optilan (UK) Limited and take control of Optilan (UK) Limited’s assets.
At the same time the court appointed the OR to
take the appointment as liquidator of Optilan (UK) Limited. The OR has taken control of Optilan (UK) Limited’s assets. To date the
ORs Office has initiated contact with Optilan but we still wait to receive details of the individual who will be taking the role of OR.
On July 3, 2023, Optilan (UK) Limited received
a letter from The Insolvency Service, an executive agency sponsored by the Department for Business and Trade located in the U.K. Pursuant
to the letter of The Insolvency Services, the Company was required to provide information relating to Optilan (UK) Limited to the Official
Receiver’s Office (a government body of Plymouth, the United Kingdom) and attend an interview with staff of the Official Receiver’s
Office to review the prospect of recovering the assets of Optilan (UK) Limited for the benefit of creditors. The interview was scheduled
for July 18, 2023.
On July 18, 2023, the interview was held between
the OR and the CEO at time of dissolution. The OR office requested a list of assets, bank account information and amounts along with any
contracts held by Optilan (UK) Limited to begin the liquidation process.
On August 9, 2023, Evelyn Partners was appointed Joint Liquidator.
We are an unsecured creditor of Optilan (UK) Limited
and are at risk of losing any repayment of obligations due from Optilan (UK) Limited because there are several intercompany relationships
between the Company and Optilan (UK) Limited, the financial impact of any future claims and liabilities may not be known for several months.
We have approximately $19.4 million intercompany payables due from Optilan (UK), which will increase our liabilities for any obligations
not repaid. We expect the remaining assets held by Optilan (UK) Limited to be fully impaired and reported as Loss on Deconsolidation during
the second quarter of 2023 as a result of the winding-up order for liquidation. We are still evaluating the full effects of the winding-up
order for liquidation and the material adverse effects it will have on our continued operations and ability to meet future obligations.
In the event we lose the repayment obligations of Optilan (UK) Limited, our financial condition could be materially adversely effected.
We may be adversely affected by natural
disasters, pandemics, and other catastrophic events, and by man-made problems such as war or terrorism, that could disrupt our business
operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
Natural disasters or other catastrophic events
may also cause damage or disruption to our operations, international commerce, and the global economy, and could have an adverse effect
on our business, operating results, and financial condition. Our business operations are subject to interruption by natural disasters,
fire, power shortages, and other events beyond our control.
In addition, our global operations expose us to
risks associated with public health crises, such as pandemics and epidemics, which could harm our business and cause its operating results
to suffer. For example, the ongoing effects of the COVID-19 pandemic and/or the precautionary measures that we have adopted have resulted,
and could continue to result, in difficulties or changes to our customer support, or create operational or other challenges, any of which
could adversely impact our business and operating results.
Further, war, acts of terrorism, labor activism
and other geopolitical unrest could cause disruptions in our business or the businesses of its partners or the economy as a whole. In
the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss,
or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays
in development of our products and services, lengthy interruptions in service, breaches of data security, and loss of critical data, all
of which could have an adverse effect on our future operating results.
Escalating global tensions, including the
conflict between Russia and Ukraine, could negatively impact us.
The ongoing conflict between Russia and Ukraine
could led to disruption, instability and volatility in global markets and industries that could negatively impact our operations. The
U.S. government and other governments in jurisdictions in which we operate have imposed severe sanctions and export controls against Russia
and Russian interests and threatened additional sanctions and controls. The impact of these measures, as well as potential responses to
them by Russia, is currently unknown and they could adversely affect our business, partners or customers.
If we default on the Secured Debenture, the secured holder could
take possession of our assets, including our patents and other intellectual property.
The Secured Debenture issued April 24, 2017, is
secured by our assets, which includes our patents and other intellectual property. In the event that we default on the obligations in
the Debenture, the secured holder could take possession of our assets, including our patents and other intellectual property. If this
were to occur, investors would likely lose all of their investment.
Several of the convertible notes issued
by us are in litigation with uncertain outcomes.
We have issued several convertible notes which
are currently the subject of litigation (See “Legal Proceedings”). The outcomes of each of these matters is uncertain
and we may be required to both expend large sums of resources on both defending against and pursuing our causes of action in each of these
proceedings. In addition, there is no certainty that any outcome will be in favor of us and we may be required to pay settlements or judgments
the amounts of which may be material to us. In the event that we do not achieve favorable outcomes to each of the outstanding legal proceedings
with convertible note holders, it could have a material adverse effect on us and our operations may fail.
Our future growth depends significantly
on our marketing efforts, and if our marketing efforts are not successful, our business and results of operations will be harmed.
We have dedicated some, and intend to significantly
increase, resources to marketing efforts. Our ability to attract and retain customers depends in large part on the success of these marketing
efforts and the success of the marketing channels we use to promote our products and services. Our marketing channels include, but are
not limited to, social media, traditional media such as the press, online affiliations, search engine optimization, search engine marketing,
and offline partnerships.
While our goal remains to increase the strength,
recognition and trust in our brand by increasing our customer base and expanding our products and services, if any of our current marketing
channels becomes less effective, if we are unable to continue to use any of these channels, if the cost of using these channels was to
significantly increase or if we are not successful in generating new channels, we may not be able to attract new customers in a cost-effective
manner or increase the use of our products and services. If we are unable to recover our marketing costs through increases in the size,
value or other product selection and utilization, it could have a material adverse effect on our business, financial condition, results
of operations, cash flows and future prospects.
Our stockholders have limited voting power
compared to the holder of our Series A Preferred Stock.
Our CEO, Dennis O’Leary, is the sole holder
of our Series A Preferred Stock, will control a majority of the voting power of our Company. For so long as Mr. O’Leary holds all
of the shares of Series A Preferred Stock, he is expected to hold a majority of our outstanding voting power and he will control the outcome
of matters submitted to a stockholder vote, including the appointment of all directors of the Company.
Our management controls all corporate activities
and can approve all transactions, including mergers, without the approval of other stockholders.
Our CEO, Dennis O’Leary, owns 100 shares
of our Series A Preferred Stock that gives him the right to a majority of the voting power of the Company. Therefore, our management effectively
controls all corporate activities and can approve transactions, including possible mergers, issuance of shares and compensation levels,
without the approval of other stockholders. The decisions of our management may not be consistent with or in the best interests of other
stockholders.
This capital structure may have anti-takeover
effects preventing a change in control transaction that the minority owners of our Common Stock might consider in their best interest.
The ability of our management to control
our business may limit or eliminate minority stockholders’ ability to influence corporate affairs.
Our CEO, Dennis O’Leary, owns 100 shares
of Series A Preferred Stock that gives him the right to a majority of the voting power of our Company. Because of this beneficial stock
ownership, Mr. O’Leary is in a position to continue to elect our entire board of directors, decide all matters requiring stockholder
approval, including potential mergers or business changes, and determine our policies. The interests of our management may differ from
the interests of our minority stockholders with respect to the issuance of shares, business transactions with or sales to other companies,
selection of officers and directors and other business decisions. Our minority stockholders have no way of overriding decisions made by
our management. This level of control may also have an adverse impact on the market value of our shares because our management may institute
or undertake transactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial
community and/or may sell sufficient numbers of shares to significantly decrease our price per share.
We have made and expect to continue to make
acquisitions that could disrupt our operations and harm our operating results.
Our growth depends upon market growth, our ability
to enhance our existing products, and our ability to introduce new products on a timely basis. We intend to continue to address the need
to develop new products and enhance existing products through acquisitions of other companies, product lines, technologies, and personnel.
Acquisitions involve numerous risks, including the following:
|
· |
Difficulties in integrating the operations, systems, technologies, products, and personnel of the acquired companies, particularly companies with large and widespread operations and/or complex products; |
|
|
|
|
· |
Diversion of management’s attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting from acquisitions; |
|
|
|
|
· |
Potential difficulties in completing projects associated with in-process research and development intangibles; |
|
|
|
|
· |
Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions; |
|
|
|
|
· |
Initial dependence on unfamiliar supply chains; |
|
|
|
|
· |
Insufficient revenue to offset increased expenses associated with acquisitions; and |
|
|
|
|
· |
The potential loss of key employees, customers, distributors, vendors and other business partners of the companies we acquire following and continuing after announcement of acquisition plans. |
Acquisitions may also cause us to:
|
· |
Issue common stock that would dilute our current shareholders’ percentage ownership; |
|
|
|
|
· |
Use a substantial portion of our cash resources or incur debt; |
|
|
|
|
· |
Significantly increase our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition; |
|
|
|
|
· |
Assume liabilities; |
|
|
|
|
· |
Record goodwill and nonamortizable intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges; |
|
|
|
|
· |
Incur amortization expenses related to certain intangible assets; |
|
|
|
|
· |
Incur tax expenses related to the effect of acquisitions on our intercompany research and development cost sharing arrangement and legal structure; |
|
|
|
|
· |
Incur large and immediate write-offs and restructuring and other related expenses; and |
|
|
|
|
· |
Become subject to intellectual property or other litigation. |
Mergers and acquisitions are inherently risky
and subject to many factors outside of our control, and no assurance can be given that our previous or future acquisitions will be successful
and will not materially adversely affect our business, operating results, or financial condition. Failure to manage and successfully integrate
acquisitions could materially harm our business and operating results. Prior acquisitions could result in a wide range of outcomes, from
successful introduction of new products and technologies to a failure to do so. Even when an acquired company has already developed and
marketed products, there can be no assurance that product enhancements will be made in a timely fashion or that pre-acquisition due diligence
will have identified all possible issues that might arise with respect to such products.
From time to time, we have made acquisitions that
resulted in charges in an individual quarter. These charges may occur in any particular quarter, resulting in variability in our quarterly
earnings. In addition, our effective tax rate for future periods is uncertain and could be impacted by mergers and acquisitions. Risks
related to new product development also apply to acquisitions.
Acquisitions, joint ventures or other strategic
transactions create certain risks and may adversely affect our business, financial condition or results of operations.
Acquisitions, partnerships and joint ventures
are part of our growth strategy. We evaluate and expect in the future to evaluate potential strategic acquisitions of, and partnerships
or joint ventures with, complementary businesses, services or technologies. We may not be successful in identifying acquisition, partnership
and joint venture targets. In addition, we may not be able to successfully finance or integrate any businesses, services or technologies
that we acquire or with which we form a partnership or joint venture.
We may not be able to identify suitable acquisition
candidates or complete acquisitions in the future, which could adversely affect our future growth; or businesses that we acquire may not
perform as well as expected or may be more difficult or expensive to integrate and manage than expected, which could adversely affect
our business and results of operations. In addition, the process of integrating these acquisitions may disrupt our business and divert
our resources.
In addition, acquisitions outside our current operating jurisdictions
often involve additional or increased risks including, for example:
|
· |
managing geographically separated organizations, systems and facilities; |
|
|
|
|
· |
integrating personnel with diverse business backgrounds and organizational cultures; |
|
|
|
|
· |
complying with foreign regulatory requirements; |
|
|
|
|
· |
fluctuations in exchange rates; |
|
|
|
|
· |
enforcement and protection of intellectual property in some foreign countries; |
|
|
|
|
· |
difficulty entering new foreign markets due to, among other things, customer acceptance and business knowledge of these new markets; and |
|
|
|
|
· |
general economic and political conditions. |
These risks may arise for a number of reasons:
we may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms; we may face competition
for acquisitions from other potential acquirers; we may need to borrow money or sell equity or debt securities to the public to finance
acquisitions and the terms of these financings may be adverse to us; changes in accounting, tax, securities or other regulations could
increase the difficulty or cost for us to complete acquisitions; we may incur unforeseen obligations or liabilities in connection with
acquisitions; we may need to devote unanticipated financial and management resources to an acquired business; we may not realize expected
operating efficiencies or product integration benefits from an acquisition; we could enter markets where we have minimal prior experience;
and we may experience decreases in earnings as a result of non-cash impairment charges.
We cannot ensure that any acquisition, partnership
or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.
Because of the unique difficulties and uncertainties
inherent in technology development, we face a risk of business failure.
Potential investors should be aware of the difficulties
normally encountered by companies developing new technology and the high rate of failure of such enterprises. The likelihood of success
must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the development
of new technology with limited personnel and financial means. These potential problems include, but are not limited to, unanticipated
technical problems that extend the time and cost of product development, or unanticipated problems with the operation of our technology
or that with which we are licensing that also extend the time and cost of product development.
Successful technical development of our
products does not guarantee successful commercialization.
We may successfully complete the technical development
for one or all of our product development programs, but still fail to develop a commercially successful product for a number of reasons,
including among others the following:
|
· |
Competing products; |
|
|
|
|
· |
Ineffective distribution and marketing; |
|
|
|
|
· |
Lack of sufficient cooperation from our partners; and |
|
|
|
|
· |
Demonstrations of the products not aligning with or meeting customer needs. |
Our success in the market for the products we
develop will depend largely on our ability to prove our products’ capabilities. Upon demonstration, our products and/or technology
may not have the capabilities they were designed to have or that we believed they would have. Furthermore, even if we do successfully
demonstrate our products’ capabilities, potential customers may be more comfortable doing business with a larger, more established,
more proven company than us. Moreover, competing products may prevent us from gaining wide market acceptance of our products. Significant
revenue from new product investments may not be achieved for a number of years, if at all.
If we do not effectively manage our growth
and the associated demands on our operational, risk management, sales and marketing, technology, compliance and finance and accounting
resources, our business may be adversely impacted.
To effectively manage and capitalize on our growth,
we must continue to expand our information technology and financial, operating, and administrative systems and controls, and continue
to manage headcount, capital, and processes efficiently. Our continued growth could strain our existing resources, and we could experience
ongoing operating difficulties in managing our business as we expand across numerous jurisdictions, including difficulties in hiring,
training, and managing an employee base. Failure to scale and preserve our company culture with growth could harm our future success,
including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives. If we do not adapt
to meet these evolving challenges, or if our management team does not effectively scale with our growth, we may experience erosion to
our brand, the quality of our products and services may suffer, and our company culture may be harmed. Moreover, the failure of our systems
and processes could undermine our ability to provide accurate, timely, and reliable reports on our financial and operating results, including
the financial statements provided herein, and could impact the effectiveness of our internal controls over financial reporting. In addition,
our systems and processes may not prevent or detect all errors, omissions, or fraud, though we have experienced no such material errors,
omissions or fraud in the past. For example, our employees may fail to identify transaction errors or fraudulent information provided
by our customers. Any of the foregoing operational failures could lead to noncompliance with laws, loss of operating licenses or other
authorizations, or loss of relationships that could substantially impair or even suspend company operations.
We intend to continue to develop our technology.
Successful implementation of this strategy may require significant expenditure before any substantial associated revenue is generated
and we cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth. Our growth may not
be sustainable and depends on our ability to retain existing customers, attract new customers, expand product offerings, and increase
processed volumes and revenue from both new and existing customers.
A customer’s use of our services may decrease
for a variety of reasons, including the customer’s level of satisfaction with our products and services, the expansion of business
to offer new products and services, the effectiveness of our support services, the pricing of our products and services, the pricing,
range and quality of competing products or services, the effects of global economic conditions, regulatory limitations, trust, or perception
and interest in our products and services. Furthermore, the complexity and costs associated with switching to a competitor may not be
significant enough to prevent a customer from switching service providers, especially for larger customers.
Any failure by us to retain existing customers,
attract new customers, and increase revenue from both new and existing customers could materially and adversely affect our business, financial
condition, results of operations and prospects. These efforts may require substantial financial expenditures, commitments of resources,
developments of our processes, and other investments and innovations.
We face intense and increasing competition
and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.
We operate in a rapidly changing and highly competitive
industry, and our results of operations and future prospects depend on, among other things:
|
· |
the growth of our customer base; |
|
|
|
|
· |
our ability to acquire customers at a lower cost, and |
|
|
|
|
· |
our ability to increase our overall value to each of our customers while they use our products and services. |
Despite the barriers to enter the markets we serve,
we expect our competition to continue to increase. In addition to established enterprises, we may also face competition from early-stage
companies attempting to capitalize on the same, or similar, opportunities as we are. Some of our current and potential competitors have
longer operating histories, significantly greater financial, technical, marketing and other resources, and a larger customer base than
we do. This allows them, among others, to potentially offer more competitive pricing or other terms or features, a broader range of products,
or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies
and changes in customer preferences.
Our existing or future competitors may develop
products or services that are similar to our products and services or that achieve greater market acceptance than our products and services.
This could attract new customers away from our services and reduce our market share in the future. Additionally, when new competitors
seek to enter our markets, or when existing market participants seek to increase their market share, these competitors sometimes undercut,
or otherwise exert pressure on, the pricing terms prevalent in that market, which could adversely affect our market share and/or ability
to capitalize on new market opportunities.
Cyberattacks and security breaches of our
systems, or those impacting our customers or third parties, could adversely impact our brand and reputation and our business, operating
results and financial condition.
Our business involves the collection, storage,
processing and transmission of confidential information, customer, employee, service provider and other personal data, as well as information
required to access customer assets. Any actual or perceived security breach of our or our third-party partners may:
|
· |
harm our reputation and brand; |
|
|
|
|
· |
result in our systems or services being unavailable and interrupt our operations; |
|
|
|
|
· |
result in improper disclosure of data and violations of applicable privacy and other laws; |
|
|
|
|
· |
result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory and financial exposure; |
|
|
|
|
· |
cause us to incur significant remediation costs; |
|
|
|
|
· |
lead to theft or irretrievable loss of our or our customers’ assets; |
|
|
|
|
· |
reduce customer confidence in, or decreased use of, our products and services; |
|
|
|
|
· |
divert the attention of management from the operation of our business; |
|
|
|
|
· |
result in significant compensation or contractual penalties from us to our customers or third parties as a result of losses to them or claims by them; and |
|
|
|
|
· |
adversely affect our business and operating results. |
Further, any actual or perceived breach or cybersecurity
attack directed at other similar institutions, whether or not we are directly impacted, could lead to a general loss of customer confidence
in the use of our technology, which could negatively impact us including the market perception of the effectiveness of our security measures
and technology infrastructure.
An increasing number of organizations, including
large businesses, technology companies and financial institutions, as well as government institutions, have disclosed breaches of their
information security systems, some of which have involved sophisticated and highly targeted attacks, including on their websites, mobile
applications, and infrastructure. Attacks upon systems across a variety of industries are increasing in their frequency, persistence,
and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including
state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers’
personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect
quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our
systems or those of its third-party service providers or partners. Certain types of cyberattacks could harm us even if our systems are
left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of our systems
to a hacker, while others may aim to introduce computer viruses or malware into our systems with a view to stealing confidential or proprietary
data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and we may not be able
to implement adequate preventative measures.
Although we do not have a past history of material
security breaches or cyberattacks, and do not believe we are a target of such breaches or attacks, we have developed systems and processes
designed to protect the data we manage, prevent data loss and other security breaches, and effectively respond to known and potential
risks. We expect to continue to expend significant resources to bolster these protections, but there can be no assurance that these security
measures will provide absolute security or prevent breaches or attacks. Threats can come from a variety of sources, including criminal
hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. Certain threat actors may be supported by significant
financial and technological resources, making them even more sophisticated and difficult to detect. As a result, our costs and the resources
it devotes to protecting against these advanced threats and their consequences may increase over time.
Although we maintain insurance coverage that we
believe is adequate for our business, it may be insufficient to protect us against all losses and costs stemming from security breaches,
cyberattacks, and other types of unlawful activity, or any resulting disruptions from such events. Outages and disruptions of our systems,
including any caused by cyberattacks, may harm our reputation and our business, operating results, and financial condition.
We may incur significant liability as a
result of ongoing disputes.
We are a party to multiple legal disputes the
resolutions of which may adversely affect our business and results of operations.
We may be subject to various other legal proceedings,
arbitrations, and regulatory investigation matters as further described in “Legal Proceedings”. If any of these matters
are resolved unfavorably to us, our business and results of operations may be adversely affected.
We have a limited operating history in an
evolving and highly volatile industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will
not be successful.
Because we have a limited history operating our
business at our current scale and scope, it is difficult to evaluate our current business and future prospects, including our ability
to plan for and model future growth. For example, recently launched services require substantial resources and there is no guarantee that
such expenditures will result in profit or growth of our business. The rapidly evolving nature of the market in which we operate, substantial
uncertainty concerning how these markets may develop, and other economic factors beyond our control, reduces our ability to accurately
forecast quarterly or annual revenue. Failure to manage our current and future growth effectively could have an adverse effect on our
business, operating results, and financial condition.
Adverse economic conditions may adversely
affect our business.
Our performance is subject to general economic
conditions, and their impact on the industries in which we operate, as well as our customers. The United States and other key European
and other international economies have experienced cyclical downturns from time to time in which economic activity declined resulting
in lower consumption rates, restricted credit, reduced profitability, weaknesses in financial markets, bankruptcies, and overall uncertainty
with respect to the economy. The impact of general economic conditions on our business is highly uncertain and dependent on a variety
of factors, including market activity, global economic trends, and other events beyond our control. Geopolitical developments, such as
trade wars and foreign exchange limitations can also increase the severity and levels of unpredictability globally and increase the volatility
of global financial markets. To the extent that conditions in the general economic markets materially deteriorate, our ability to attract
and retain customers may suffer.
The nature of our business involves significant
risks and uncertainties that may not be covered by insurance or indemnity.
We develop and sell products where insurance or
indemnification may not be available, including:
|
· |
Designing and developing products using advanced technologies in intelligence and homeland security applications that are intended to operate in high demand, high risk situations; and |
|
|
|
|
· |
Designing and developing products to collect, distribute and analyze various types of information. |
Certain products may raise questions with respect
to issues of privacy rights, civil liberties, intellectual property, trespass, conversion and similar concepts, which may raise new legal
issues. Indemnification to cover potential claims or liabilities resulting from a failure of technologies developed or deployed may be
available in certain circumstances but not in others. We are not able to maintain insurance to protect against all operational risks and
uncertainties. Substantial claims resulting from an accident, failure of our product, or liability arising from our products in excess
of any indemnity or insurance coverage (or for which indemnity or insurance is not available or was not obtained) could harm our financial
condition, cash flows, and operating results. Any accident, even if fully covered or insured, could negatively affect our reputation among
our customers and the public, and make it more difficult for us to compete effectively.
Material weaknesses in our internal control
over financial reporting may, until remedied, cause errors in our financial statements or cause our filings with the SEC to not be timely.
We believe that material weaknesses exist in our
internal control over financial reporting as of December 31, 2022, including those related to (i) our internal audit functions and
(ii) a lack of segregation of duties within accounting functions. If our internal control over financial reporting or disclosure controls
and procedures are not effective, there may be errors in our financial statements that could require a restatement or our filings may
not be timely made with the Securities and Exchange Commission (the “SEC”). We intend to implement additional corporate
governance and control measures to strengthen our control environment as we are able, but we may not achieve our desired objectives. Moreover,
no control environment, no matter how well designed and operated, can prevent or detect all errors or fraud. We may identify material
weaknesses and control deficiencies in our internal control over financial reporting in the future that may require remediation and could
lead investors losing confidence in our reported financial information, which could lead to a decline in our stock price.
Being a public company is expensive and administratively burdensome.
As a public reporting company, we are subject
to the information and reporting requirements of the Securities Act, the Exchange Act and other federal securities laws, rules and regulations
related thereto, including compliance with the Sarbanes-Oxley Act. Complying with these laws and regulations requires the time and attention
of our Board of Directors and management team, and increases our expenses.
Among other things, we are required to:
|
· |
Maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board; |
|
|
|
|
· |
Prepare and distribute periodic reports in compliance with our obligations under federal securities laws; |
|
|
|
|
· |
Institute a more comprehensive compliance function, including with respect to corporate governance; and |
|
|
|
|
· |
Involve, to a greater degree, our outside legal counsel and accountants in the above activities. |
The costs of preparing and filing annual and quarterly
reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders are expensive and much greater
than that of a privately-held company, and compliance with these rules and regulations may require us to hire additional financial reporting,
internal controls and other finance personnel, and will involve a material increase in regulatory, legal and accounting expenses and the
attention of management. There can be no assurance that we will be able to comply with the applicable regulations in a timely manner,
if at all. In addition, being a public company makes it more expensive for us to obtain director and officer liability insurance. In the
future, we may be required to accept reduced coverage or incur substantially higher costs to obtain this coverage.
If we fail to establish and maintain an
effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability
to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our
common stock.
Effective internal control is necessary for us
to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not
be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation
with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial
condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical un-discovered
failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.
Public company compliance may make it more
difficult to attract and retain officers and directors.
The Sarbanes-Oxley Act and new rules subsequently
implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these
new rules and regulations to increase our compliance costs in 2023 and beyond and to make certain activities more time consuming and costly.
As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director
and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons
to serve on our Board of Directors or as executive officers.
Delaware law and our Certificate of Incorporation
and Bylaws will contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain
actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Our Certificate of Incorporation and bylaws contains
provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board
and therefore depress the trading price of our Common Stock. In addition, as a Delaware corporation, we will generally be subject to provisions
of Delaware law, including the DGCL. These provisions could also make it difficult for stockholders to take certain actions, including
electing directors who are not nominated by the current members of our board or taking other corporate actions, including effecting changes
in management.
Such provisions, alone or together, could delay
or prevent hostile takeovers and changes in control or changes in our board or management.
Any provision of our Certificate of Incorporation
or bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders
to receive a premium for their shares of our stock and could also affect the price that some investors are willing to pay for our Common
Stock.
Risks Related to Our Financial Condition
If we do not obtain additional financing
or sufficient revenues, our business will fail.
Our current operating funds are less than necessary
to fulfill our operating costs and we will need to obtain additional financing in order to continue our business operations. Although
we are generating revenues, we are not generating net income.
We will require additional financing to execute
our business plan through raising additional capital and/or generating greater revenues.
Obtaining additional financing is subject to a
number of factors, including acceptance of our BOTDA technology and current financial condition as well as general market conditions.
These factors affect the timing, amount, terms
or conditions of additional financing unavailable to us. If additional financing is not arranged, we will face the risk of going out of
business. Our management is currently engaged in actively pursuing multiple financing options in order to obtain the capital necessary
to execute our business plan.
The most likely source of future funds presently
available to us is through the additional sales of equity or through convertible debt instruments. Any sales of share capital or conversion
of convertible debt will most likely result in dilution to existing shareholders.
There is no history upon which to base any assumption
as to the likelihood we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues
or achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
We might require additional capital to support
business growth, and this capital might not be available or may require stockholder approval to obtain.
We have funded our operations since inception
primarily through equity financings, convertible notes, and revenue generated by our products and services. We intend to continue to make
investments in our business to respond to business challenges, including developing new products and services, enhancing our operating
infrastructure, expanding our international operations, and acquiring complementary businesses and technologies, all of which may require
us to secure additional funds.
Additional financing may not be available on terms
favorable to us, if at all. If we incur additional debt, the debt holders may have rights senior to holders of our common stock to make
claims on our assets, and the terms of any debt could restrict our operations.
Our only existing commitment for financing
is pursuant to Equity Financing Agreement with GHS Investments LLC but our ability to make puts is subject to certain conditions which
may limit our ability to make puts or the amount of each put. In the event we are unable to make puts or obtain other commitments for
financing, our business will fail.
On July 10, 2023, we entered the Second Amended
Equity Financing Agreement with GHS, pursuant to which GHS agreed to purchase up to $30,000,000 in shares of our Common Stock, from time
to time over the course of 12 months.
The EFA grants us the right, from time to time
at our sole discretion (subject to certain conditions) during the Contract Period (as defined in the EFA), to direct GHS to purchase shares
of Common Stock on any business day (a “Put”), provided that at least five Trading Days (as defined in the EFA) have
passed since the most recent Put. No Put will be made in an amount less than $10,000 or greater than $1,000,000. In no event is the Company
entitled to make a Put or is GHS entitled to purchase that number of shares of Common Stock of the Company, which when added to the sum
of the number of shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the Securities
Exchange Act 1934, as amended (the “Exchange Act”)), by GHS, would exceed 4.99% of the number of shares of Common Stock
outstanding on such date, as determined in accordance with Rule 13d-1(j) of the Exchange Act.
Due to these limitations, we may be unable to
make Puts sufficient to finance our business operations. In the event we are unable to make Puts or obtain other commitments for financing,
our business will fail.
We need to continue as a going concern if our business is to
succeed.
Our independent registered public accounting firm
reports (from two separate independent registered public accounting firms) on our audited financial statements for the years ended December
31, 2022 and 2021, each indicate that there are a number of factors that raise substantial risks about our ability to continue as a going
concern. Such factors identified in the report are our accumulated deficit since inception, our failure to attain profitable operations,
the excess of liabilities over assets, and our dependence upon obtaining adequate additional financing to pay our liabilities. If we are
not able to continue as a going concern, investors could lose their investments.
There is no assurance that we will achieve
or maintain profitability or that our revenue and business models will be successful.
Our ability to achieve and maintain profitability
is based on numerous factors, many of which are beyond our control. We may not be able to generate sufficient revenue to maintain profitability
in the short or long-term. Our revenue growth may slow, or our revenue may decline for a number of other reasons, including reduced demand
for our offerings, increased competition, a decrease in the growth or size of the industries in which we operate, in the usage our technologies
generally, or any failure to capitalize on growth opportunities.
We are continually refining our revenue and business
model and have shifted our focus to the development and commercialization of our products and services. There is no assurance that these
efforts will be successful or that we will generate revenues commensurate with our efforts and expectations or become or stay profitable.
We may be forced to make significant changes to our revenue and business model to compete with our competitors’ offerings, and even
if such changes are undertaken, there is no guarantee that they will be successful or profitable. Additionally, we will need to hire,
train, and integrate qualified personnel to meet and further such changes to our business objectives at potentially significant additional
expense. Failure to successfully implement revenue and business models or manage related expenses could cause us to be unprofitable and
have an adverse effect on pour business, operating results and financial condition.
We may be affected by fluctuations in currency
exchange rates
We are potentially exposed to adverse as well
as beneficial movements in currency exchange rates. An increase in the value of the dollar could increase the real cost to our customers
of our products in those markets outside the U.S. where we sell in dollars, and a weakened dollar could increase the cost of local operating
expenses from sources outside the United States, and overseas capital expenditures. We also conduct certain investing and financing activities
in local currencies. Therefore, changes in exchange rates could harm our financial condition and results of operations.
We may experience fluctuations in our quarterly
operating results.
We could experience significant fluctuations in
our quarterly operating results due to a number of factors, many of which are beyond our control. You should not rely on period-to-period
comparisons of our operating results as an indication of our future performance. Factors that may cause fluctuations in our quarterly
operating results include, but are not limited to, the following:
|
· |
a change in the volume of our customers use of our products and services and generally; |
|
|
|
|
· |
planned and unplanned increases in marketing, sales and other operating expenses that we may incur to grow and expand our customer base and operations, and to remain competitive; |
|
|
|
|
· |
the success, or lack of success, in new marketing approaches we have recently undertaken or plan to undertake, which have not been previously or fully tested; |
|
|
|
|
· |
the continued market acceptance of our products and services in a highly competitive environment; |
|
|
|
|
· |
system disruptions, outages and other performance problems or interruptions on our products and technology, or breaches of data or system security, including ransomware or other major cyber-attacks, which, if extended or severe, may harm our credibility and reputation in the market; |
|
|
|
|
· |
our failure to provide adequate customer service; |
|
|
|
|
· |
our ability to successfully, and in a timely manner, continue development, improvement and feature-enhancement of our products and services, including our intellectual property, data analytics, proprietary technology and customer support functions; |
|
|
|
|
· |
the timing and success of new product and service introductions, and new product and service features or enhancements, by us and our subsidiaries, or our competitors, or other changes in the competitive landscape of the markets in which we operate; |
|
|
|
|
· |
the success of our expansion into new markets, products and services, or ones in which we are in the early stages; |
|
|
|
|
· |
changes in the adoption and use of our technologies and the public perception of them; |
|
|
|
|
· |
changes in the legislative or regulatory environment, scope or focus of regulatory investigations and inquiries, or interpretations of regulatory requirements, or outright prohibition of certain activities; |
|
|
|
|
· |
disputes with our customers, adverse litigation and regulatory judgments, enforcement actions, settlements or other related costs and the reputational impact and public perception of such occurrences, including in emerging industries, or emerging components of industries; |
|
|
|
|
· |
the timing and amount of non-cash expenses, such as stock-based compensation and asset impairment; |
|
|
|
|
· |
changes in accounting standards, policies, guidance, interpretations or principles; and |
|
|
|
|
· |
general economic conditions in either domestic or international markets, including the impact of the ongoing COVID-19 pandemic. |
Our operating results may fall below the expectations
of market analysts and investors in some future periods, which could cause the market price of our Common Stock to decline substantially.
Changes in U.S. and foreign tax laws, as
well as the application of such laws, could adversely impact our financial position and operating results.
We are subject to complex income and non-income
tax laws and regulations in the United States and a variety of foreign jurisdictions. Both the United States and foreign jurisdictions
may revise corporate income tax and other non-income tax laws which could impact the amount of tax due in such jurisdiction.
Our determination of our corporate income tax
liability is subject to review and may be challenged by applicable U.S. and foreign tax authorities. Any adverse outcome of such challenge
could harm our operating results and financial condition. The determination of our worldwide provision for income taxes and other tax
liabilities requires significant judgment and, in the ordinary course of business, there are many transactions and calculations where
the ultimate tax determination is complex and uncertain. Moreover, as a multinational business, we have subsidiaries that engage in many
intercompany transactions in a variety of tax jurisdictions where the ultimate tax determination is complex and uncertain. Our existing
corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing
tax laws. Furthermore, as we operate in multiple taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes
conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries
to have conflicting views with respect to, among other things, the characterization and source of income or other tax items, the manner
in which the arm’s-length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property.
The taxing authorities of the jurisdictions in which we operate may challenge our tax treatment of certain items or the methodologies
we use for valuing developed technology or intercompany arrangements, which could impact our worldwide effective tax rate and harm our
financial position and operating results.
We are also subject to non-income taxes, such
as payroll, sales, use, value-added, net worth, property, and goods and services taxes in the United States and various foreign jurisdictions.
A change in the tax law could impact tax positions which could result in an increased exposure related to such tax liabilities. Such changes
could have an adverse effect on our operating results and financial condition.
In addition, under Section 382 of the Internal
Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” (as defined
under Sections 382 and 383 of the Code and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre-change
NOLs and certain other tax attributes to offset post-change taxable income or taxes.
We have not performed a study to determine whether
its NOLs are currently subject to Section 382 limitations. We may also experience a future ownership change under Section 382 of the Code
that could affect our ability to utilize its NOLs to offset our income.
If our estimates or judgment relating to
our critical accounting policies prove to be incorrect, our operating results could be adversely affected.
The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements
and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable
under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations”. The results of these estimates form the basis for making judgments about the carrying values of
assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant
estimates and judgments involve the identification of performance obligations in revenue recognition, evaluation of tax positions, inter-company
transactions, and the valuation of stock-based awards and the fiat reserves we hold, among others. Our operating results may be adversely
affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results
to fall below the expectations of analysts and investors, resulting in a decline in the trading price of our Common Stock.
Business metrics and other estimates are
subject to inherent challenges in measurement, and our business, operating results, and financial condition could be adversely affected
by real or perceived inaccuracies in those metrics.
We regularly review business metrics and other
measures to evaluate growth trends, measure our performance, and makes strategic decisions. These metrics are calculated using internal
company data and have not been validated by an independent third party. While these numbers are based on what we currently believe to
be reasonable estimates for the applicable period of measurement, there are inherent challenges in such measurements. If we fail to maintain
an effective analytics platform, our calculations may be inaccurate, and we may not be able to identify those inaccuracies.
We are subject to changes in financial reporting
standards or policies, including as a result of choices made by us, which could materially adversely affect our reported results of operations
and financial condition and may have a corresponding material adverse impact on capital ratios.
Our consolidated financial statements are prepared
in accordance with GAAP, which are periodically revised or expanded. Accordingly, from time to time we are required to adopt new or revised
accounting standards issued by recognized bodies. It is possible that future accounting standards and financial reporting standards or
policies, including as a result of choices made by us, which we are required to adopt, could change the current accounting treatment that
applies to our consolidated financial statements and that such changes could have a material adverse effect on our reported results of
operations and financial condition, and may have a corresponding material adverse effect on capital ratios.
Risks Related to Our Employees and Other Service
Providers
We are heavily reliant on Dennis O’Leary,
our Chairman and Chief Executive Officer, and the departure or loss of Dennis O’Leary could disrupt our business.
We depend heavily on the continued efforts of
Dennis O’Leary, Chairman, Chief Executive Officer and director. Mr. O’Leary is essential to our strategic vision and day-to-day
operations and would be difficult to replace. Although we have an employment agreement with Mr. O’Leary, we cannot be certain that
he will desire to continue with us for the necessary time it will to complete the product development and initial sales channel development.
The departure or loss of Mr. O’Leary, or the inability to hire and retain a qualified replacement, could negatively impact our ability
to manage our business.
If we are unable to recruit and retain key
management, technical and sales personnel, our business would be negatively affected.
For our business to be successful, we need to
attract and retain highly qualified technical, management and sales personnel. The failure to recruit additional key personnel when needed
with specific qualifications and on acceptable terms or to retain good relationships with our partners might impede our ability to continue
to develop, commercialize and sell our products. To the extent the demand for skilled personnel exceeds supply, we could experience higher
labor, recruiting and training costs in order to attract and retain such employees. We face competition for qualified personnel from other
companies with significantly more resources available to them and thus may not be able to attract the level of personnel needed for our
business to succeed.
In the event of employee or service provider
misconduct or error, our business may be adversely impacted.
Employee or service provider misconduct or error
could subject us to legal liability, financial losses, and regulatory sanctions, and could seriously harm our reputation and negatively
affect our business. Such misconduct could include engaging in improper or unauthorized transactions or activities, misappropriation of
customer funds, and misappropriation of information, failing to supervise other employees or service providers, or improperly using confidential
information.
Employee or service provider errors could expose
us to the risk of material losses even if the errors are detected. Although we have implemented processes and procedures and provide trainings
to our employees and service providers to reduce the likelihood of misconduct and error, these efforts may not be successful. Moreover,
the risk of employee or service provider error or misconduct may be even greater for novel products and services.
This can lead to high risk of confusion among
employees and service providers, particularly in a fast growth company like ours, with respect to compliance obligations particularly
including confidentiality, data access, and conflicts. It is not always possible to deter misconduct and the precautions we take to prevent
and detect this activity may not be effective in all cases. If we were found not to have met our regulatory oversight and compliance and
other obligations, we could be subject to regulatory sanctions, financial penalties and restrictions on our activities for failure to
properly identify, monitor and respond to potentially problematic activity, which could seriously damage our reputation. Our employees,
contractors, and agents could also commit errors that subject us to financial claims for negligence, as well as regulatory actions, or
result in financial liability. Further, allegations by regulatory or criminal authorities of improper transactions could affect our brand
and reputation.
Risks Related to Our Common Stock
You may experience dilution of your ownership
interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible
into or exercisable for our common or preferred stock.
We are authorized to issue an aggregate of 20,000,000,000
shares of common stock and 2,000,000 shares of “blank check” preferred stock. In the future, we may issue our authorized but
previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We may issue
additional shares of our common stock or other securities that are convertible into or exercisable for our common stock in connection
with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business
purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the
common stock. We will need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance
that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these
capital raising efforts, including at a price (or exercise or conversion prices) below the price an investor paid for stock.
Because the SEC imposes additional sales
practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means
that investors may have difficulty reselling their shares and may cause the price of the shares to decline.
Our shares qualify as penny stocks and are covered
by Section 15(g) of the Exchange Act which imposes additional sales practice requirements on broker/dealers who sell our securities in
this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer
a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public
offerings and secondary trading; contains a description of the broker/dealers’ duties to the customer and of the rights and remedies
available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief,
clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance
of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established
pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks;
and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation.
Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement
before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not
want to make a market in our shares. This could prevent reselling of shares and may cause the price of the shares to decline.
We do not expect to declare or pay any dividends.
We have not declared or paid any dividends on
our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.
Volatility of Stock Price.
Our common shares are currently quoted on the
OTC Markets under the symbol “DPLS.” In the future, the trading price of our common shares may be subject to wide fluctuations.
Trading prices of the common shares may fluctuate in response to a number of factors, many of which will be beyond our control. In addition,
the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance of such companies. Market and industry factors may adversely
affect the market price of the common shares, regardless of our operating performance. Readers should carefully consider the risks and
uncertainties described below before deciding whether to invest in shares of our common stock.
Our failure to successfully address the risks
and uncertainties described below would have a material adverse effect on our business, financial condition and/or results of operations,
and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure you that
we will successfully address these risks or other unknown risks that may affect our business.
As an enterprise engaged in the development of
new technology, our business is inherently risky. Our common shares are considered speculative during the development of our new business
operations. Prospective investors should consider carefully the risk factors set out herein. The market price of our common stock
has fluctuated significantly.
Being a public company is expensive and administratively burdensome.
As a public reporting company, we are subject
to the information and reporting requirements of the Securities Act, the Exchange Act and other federal securities laws, rules and regulations
related thereto, including compliance with the Sarbanes-Oxley Act. Complying with these laws and regulations requires the time and attention
of our Board of Directors and management team, and increases our expenses.
Among other things, we are required to:
|
· |
Maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board; |
|
· |
Prepare and distribute periodic reports in compliance with our obligations under federal securities laws; |
|
· |
Institute a more comprehensive compliance function, including with respect to corporate governance; and |
|
· |
Involve, to a greater degree, our outside legal counsel and accountants in the above activities. |
The costs of preparing and filing annual and quarterly
reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders are expensive and much greater
than that of a privately-held company, and compliance with these rules and regulations may require us to hire additional financial reporting,
internal controls and other finance personnel, and will involve a material increase in regulatory, legal and accounting expenses and the
attention of management. There can be no assurance that we will be able to comply with the applicable regulations in a timely manner,
if at all. In addition, being a public company makes it more expensive for us to obtain director and officer liability insurance. In the
future, we may be required to accept reduced coverage or incur substantially higher costs to obtain this coverage.
If we fail to establish and maintain an
effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability
to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our
common stock.
Effective internal control is necessary for us
to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not
be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation
with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial
condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical un-discovered
failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.
Public company compliance may make it more
difficult to attract and retain officers and directors.
The Sarbanes-Oxley Act and rules subsequently
implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these
rules and regulations to increase our compliance costs in 2023 and beyond and to make certain activities more time consuming and costly.
As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director
and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons
to serve on our Board of Directors or as executive officers.
You could lose all of your investment.
An investment in our securities is speculative
and involves a high degree of risk. Potential investors should be aware that the value of an investment in the Company may go down as
well as up. In addition, there can be no certainty that the market value of an investment in the Company will fully reflect its underlying
value. You could lose your entire investment.
The ability of our Board of Directors to
issue additional stock may prevent or make more difficult certain transactions, including a sale or merger of the Company.
Our Board of Directors is authorized to issue
up to 2,000,000 shares of preferred stock with powers, rights and preferences designated by it. Shares of voting or convertible preferred
stock could be issued, or rights to purchase such shares could be issued, to create voting impediments or to frustrate persons seeking
to effect a takeover or otherwise gain control of the Company. The ability of the Board of Directors to issue such additional shares
of preferred stock, with rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of the Company
by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt,
such as the realization of a premium over the market price for their shares in a tender offer or the temporary increase in market price
that such an attempt could cause. Moreover, the issuance of such additional shares of preferred stock to persons friendly to the Board
of Directors could make it more difficult to remove incumbent officers and directors from office even if such change were to be favorable
to stockholders generally.
Our stock may be traded infrequently and
in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell your shares.
Until our common stock is listed on a national
securities exchange such as the New York Stock Exchange or the Nasdaq, we expect our common stock to remain eligible for quotation on
the OTC Markets, or on another over-the-counter quotation system. In those venues, however, the shares of our common stock may trade infrequently
and in low volumes, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time
may be relatively small or non-existent. An investor may find it difficult to obtain accurate quotations as to the market value of our
common stock or to sell his or her shares at or near bid prices or at all. In addition, if we fail to meet the criteria set forth in SEC
regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established
customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock,
which may further affect the liquidity of our common stock. This would also make it more difficult for us to raise capital.
There currently is no active public market
for our common stock and there can be no assurance that an active public market will ever develop. Failure to develop or maintain a trading
market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your shares.
There is currently no active public market for
shares of our common stock and one may never develop. Our common stock is quoted on the OTC Markets. The OTC Markets is a thinly traded
market and lacks the liquidity of certain other public markets with which some investors may have more experience. We may not ever be
able to satisfy the listing requirements for our common stock to be listed on a national securities exchange, which is often a more widely-traded
and liquid market. Some, but not all, of the factors which may delay or prevent the listing of our common stock on a more widely-traded
and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities
may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able
to secure market makers for our common stock; and we may fail to meet the rules and requirements mandated by the several exchanges and
markets to have our common stock listed. Should we fail to satisfy the initial listing standards of the national exchanges, or our common
stock is otherwise rejected for listing, and remains listed on the OTC Markets or is suspended from the OTC Markets, the trading price
of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject
to increased volatility, making it difficult or impossible to sell shares of our common stock.
Our common stock is subject to the “penny
stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and
may reduce the value of an investment in the stock.
Rule 15g-9 under the Exchange Act establishes
the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving
a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny
stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.
In order to approve a person’s account for
transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the
person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient
knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior
to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight
form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer
received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions
in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock
and cause a decline in the market value of our common stock.
Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or
dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in
cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
Our stock price may be volatile.
The market price of our common stock is likely
to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including
the following:
|
· |
The impact of conflict between the Russian Federation and Ukraine on our operations; |
|
· |
Geo-political events, such as the crisis in Ukraine, government responses to such events and the related impact on the economy both nationally and internationally; |
|
· |
Changes in our industry; |
|
· |
Competitive pricing pressures; |
|
· |
Our ability to obtain working capital financing; |
|
· |
Additions or departures of key personnel; |
|
· |
Sales of our common stock; |
|
· |
Our ability to execute our business plan; |
|
· |
Operating results that fall below expectations; |
|
· |
Loss of any strategic relationship; |
|
· |
Regulatory developments; and |
|
· |
Economic and other external factors. |
In addition, the securities markets have from
time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.
These market fluctuations may also materially and adversely affect the market price of our common stock.
Offers or availability for sale of a substantial
number of shares of our common stock may cause the price of our common stock to decline.
If our stockholders sell substantial amounts of
our common stock in the public market, including upon the expiration of any statutory holding period under Rule 144, or issued upon the
conversion of preferred stock or exercise of warrants, it could create a circumstance commonly referred to as an "overhang"
and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have
occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related
securities in the future at a time and price that we deem reasonable or appropriate.
Offers or availability for sale of a substantial
number of shares of our common stock may cause the price of our common stock to decline.
If our stockholders sell substantial amounts of
our common stock in the public market, including upon the expiration of any statutory holding period under Rule 144, or issued upon the
conversion of preferred stock or exercise of warrants, it could create a circumstance commonly referred to as an "overhang"
and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have
occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related
securities in the future at a time and price that we deem reasonable or appropriate.
Risks Related to Government Regulation
Legislative and regulatory actions taken
now or in the future may increase our costs and impact our business, governance structure, financial condition or results of operations.
Federal, state and international regulatory agencies
frequently adopt changes to their regulations or change the way existing regulations are applied. Regulatory or legislative changes to
laws applicable to the industries in which we operate, if enacted or adopted, may impact the profitability of our business activities,
require more oversight or change certain of our business practices, including the ability to offer new products and services and to continue
offering our current products and services, and could expose us to additional costs, including increased compliance costs. These changes
also may require us to invest significant management attention and resources to make any necessary changes to operations to comply and
could have a material adverse effect on its business, financial condition and results of operations.
The regulatory environment to which we are
subject gives rise to various licensing requirements, legal and financial compliance costs and management time, and non-compliance could
result in monetary and reputational damages, all of which could have a material adverse effect on our business, financial position and
results of operations.
There can be no assurance that we will be able
to maintain our existing, or obtain additional, required regulatory licenses, certifications and regulatory approvals in the countries
where we provide services or want to expand to. Furthermore, where we have obtained such regulatory licenses, certifications and regulatory
approvals, there are costs and potential product changes involved in maintaining such regulatory licenses, certifications, and approvals,
and we could be subject to fines or other enforcement action if we are found to violate disclosure, reporting, anti-money laundering,
capitalization, corporate governance or other requirements of such licenses. These factors could impose substantial additional costs and
involve considerable delay to the development or provision of our products or services, or could require significant and costly operational
changes or prevent us from providing any products or services in a given market.
If we are unable to commit sufficient resources
to regulatory compliance, this could lead to delays and errors and may force us to choose between prioritizing compliance matters over
administrative support for business activities, or may ultimately force us to cease offering certain products or services globally or
in certain jurisdictions. Any delays or errors in implementing regulatory compliance could lead to substantial monetary damages and fines,
public reprimands, a material adverse effect on our reputation, regulatory measures in the form of cease and desists orders, increased
regulatory compliance requirements or other potential regulatory restrictions on our business, enforced suspension of operations and in
extreme cases, withdrawal of regulatory licenses or authorizations to operate particular businesses, or criminal prosecution in certain
circumstances.
We are and may continue to be subject to
litigation, including individual and class action lawsuits, as well as regulatory audits, disputes, inquiries, investigations and enforcement
actions by regulators and governmental authorities.
We have been and may from time to time become
subject to material claims, arbitrations, individual and class action lawsuits, government and regulatory investigations, inquiries, actions
or requests and other proceedings alleging violations of laws, rules, and regulations, both foreign and domestic, involving competition
and antitrust law, intellectual property, privacy, data protection, information security, anti-money laundering, counter terrorist financing,
sanctions, anti-corruption, accessibility claims, securities, tax, labor and employment, payment network rules, commercial disputes, services,
and other matters.
The laws, rules and regulations affecting our
business are subject to ongoing interpretation by the courts and governmental and supervisory authorities, and the resulting uncertainty
in the scope and application of these laws, rules and regulations increases the risk that we will be subject to private claims, governmental
and regulatory actions alleging violations of those laws, rules, and regulations.
The scope, determination, and impact of claims,
lawsuits, government and regulatory investigations, enforcement actions, disputes, and proceedings to which we are subject cannot be predicted
with certainty, and may result in:
|
· |
substantial payments to satisfy judgments, fines, or penalties; |
|
|
|
|
· |
substantial outside counsel legal fees and costs; |
|
|
|
|
· |
additional compliance and licensure requirements; |
|
|
|
|
· |
loss or non-renewal of existing licenses or authorizations, or prohibition from or delays in obtaining additional licenses or authorizations, required for our business; |
|
|
|
|
· |
loss of productivity and high demands on employee time; |
|
|
|
|
· |
civil or criminal sanctions or consent decrees; |
|
|
|
|
· |
termination of certain employees, including members of our management team; |
|
|
|
|
· |
barring of certain employees from participating in our business in whole or in part; |
|
|
|
|
· |
orders that restrict our business or prevent us from offering certain products or services; |
|
|
|
|
· |
changes to our business model and practices; |
|
|
|
|
· |
delays to planned transactions, product launches or improvements; and |
|
|
|
|
· |
damage to our brand and reputation. |
Any such matters can have an adverse impact, which
may be material, on our business, operating results, or financial condition because of legal costs, diversion of management resources,
reputational damage, and other factors.
Risks Related to Our Intellectual Property
Our intellectual property rights are valuable,
and any inability to protect them could adversely impact our business, operating results, and financial condition.
Our business depends in large part on our proprietary
technology and our brand. We rely on, and expect to continue to rely on, a combination of trademark, trade dress, domain name, copyright,
and trade secret and laws, as well as confidentiality and license agreements with our employees, contractors, consultants, and third parties
with whom we have relationships, to establish and protect our brand and other intellectual property rights.
Our efforts to protect our intellectual property
rights may not be sufficient or effective. Our proprietary technology and trade secrets could be lost through misappropriation or breach
of our confidentiality and license agreements, and any of our intellectual property rights may be challenged, which could result in them
being narrowed in scope or declared invalid or unenforceable. There can be no assurance that our intellectual property rights will be
sufficient to protect against others offering products, services, or technologies that are substantially similar to ours and that compete
with our business.
As we grow, we will seek to obtain and protect
our intellectual property rights in an increasing number of countries, a process that can be expensive and may not always be successful.
For example, the U.S. Patent and Trademark Office and various foreign governmental intellectual property agencies require compliance with
a number of procedural requirements to complete the trademark application process and to maintain issued trademarks, and noncompliance
or non-payment could result in abandonment or lapse of a trademark or trademark application, resulting in partial or complete loss of
trademark rights in a relevant jurisdiction. Further, intellectual property protection may not be available to us in every country in
which our products and services are available. We may also agree to license our intellectual property to third parties as part of various
agreements. Those licenses may diminish our ability, though, to counter-assert our intellectual property rights against certain parties
that may bring claims against us.
In the future we may be sued by third parties for alleged infringement
of their proprietary rights.
In recent years, there has been considerable patent,
copyright, trademark, domain name, trade secret and other intellectual property development activity, as well as litigation, based on
allegations of infringement or other violations of intellectual property, including by large financial institutions. Furthermore, individuals
and groups can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements
from companies like ours. We use of third-party intellectual property rights also may be subject to claims of infringement or misappropriation.
We cannot guarantee that our internally developed
or acquired/licensed technologies and content do not or will not infringe the intellectual property rights of others. From time to time,
our competitors or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and
we may be found to be infringing upon such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully
asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our products
or services or using certain technologies, force us to implement expensive work-arounds, or impose other unfavorable terms. Our exposure
to damages resulting from infringement claims could increase and this could further exhaust our financial and management resources. Further,
during the course of any litigation, we may make announcements regarding the results of hearings and motions, and other interim developments.
If securities analysts and investors regard these announcements as negative, the market price of our Common Stock may decline. Even if
intellectual property claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary
to resolve them, could divert the resources of our management and require significant expenditures. Any of the foregoing could prevent
us from competing effectively and could have an adverse effect on our business, operating results, and financial condition.
Risks Related to the Offering
Our existing stockholders may experience
significant dilution from the sale of our common stock pursuant to the GHS Equity Financing Agreement.
The sale of our common stock to GHS in accordance
with the EFA may have a dilutive impact on our shareholders. As a result, the market price of our common stock could decline. In addition,
the lower our stock price is at the time we exercise Puts, the more shares of our common stock we will have to issue to GHS in order to
exercise a Put under the EFA. If our stock price decreases, then our existing shareholders would experience greater dilution for any given
dollar amount raised through the offering.
The perceived risk of dilution may cause our stockholders
to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting
downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number
of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.
The issuance of shares pursuant to the EFA
may have a significant dilutive effect.
Depending on the number of shares we issue pursuant
to the EFA, it could have a significant dilutive effect upon our existing shareholders. Although the number of shares that we may issue
pursuant to the EFA will vary based on our stock price (the higher our stock price, the less shares we have to issue), there may be a
potential dilutive effect to our shareholders, based on different potential future stock prices, if the full amount of the EFA is realized.
Dilution is based upon common stock put to GHS and the stock price discounted to GHS’s purchase price.
GHS will pay less than the then-prevailing
market price of our common stock which could cause the price of our common stock to decline.
Our common stock to be issued under the EFA will
be purchased at an 8% discount, or 92% of the lowest volume weighted average price (“VWAP”) for the Company’s
common stock during the five consecutive trading days immediately preceding each Put.
GHS has a financial incentive to sell our shares
immediately upon receiving them to realize the profit between the discounted price and the market price. If GHS sells our shares, the
price of our common stock may decrease. If our stock price decreases, GHS may have further incentive to sell such shares. Accordingly,
the discounted sales price in the EFA may cause the price of our common stock to decline.
We may not have access to the full amount
under the financing agreement.
The lowest VWAP of our Common Stock for the five
consecutive trading days ended December 15, 2023 was $0.0012. At that price we would be able to sell shares to GHS under the EFA at the
discounted price of $0.001104. In addition, we are required to issue to GHS shares in the amount of 115% of each Put. At that discounted
price, 3,500,000,000 shares would only represent $3,864,000, which is below the full amount of the EFA. In addition, any single drawdown
must be at least $10,000 and cannot exceed $1,000,000 and any single drawdown may not exceed 100% of the average daily trading dollar
volume of our Common Stock during the ten trading days preceding the Put.
There could be unidentified risks involved
with an investment in our securities.
The foregoing risk factors are not a complete
list or explanation of the risks involved with an investment in the securities. Additional risks will likely be experienced that are not
presently foreseen by us. Prospective investors must not construe this the information provided herein as constituting investment, legal,
tax or other professional advice. Before making any decision to invest in our securities, you should read this entire Prospectus and consult
with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who
can assume the financial risks of an investment in us for an indefinite period of time and who can afford to lose their entire investment.
We make no representations or warranties of any kind with respect to the likelihood of the success or the business of our Company, the
value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment
in us.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains various “forward-looking
statements.” You can identify forward-looking statements by the use of forward-looking terminology such as “believes,”
“expects,” “may,” “would,” “could,” “should,” “seeks,” “approximately,”
“intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative
of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans
or intentions. These statements may be impacted by a number of risks and uncertainties.
The forward-looking statements are based on our
beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs,
assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not
all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially
from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision
with respect to our securities. For a further discussion of these and other factors that could impact our future results, performance
or transactions, see the section entitled “Risk Factors.”
PRIVATE PLACEMENT
Equity Financing Agreement
On July 10, 2023, we entered into the EFA and
Registration Rights Agreement (the “Registration Rights Agreement”) with GHS, pursuant to which GHS agreed to purchase
up to $30,000,000 in shares of our Common Stock, from time to time over the course of 12 months (the “Contract Period”)
after effectiveness of a registration statement on Form S-1 (the “Registration Statement”) of the underlying shares
of Common Stock.
The EFA grants us the right, from time to time
at our sole discretion (subject to certain conditions) during the Contract Period, to direct GHS to purchase shares of Common Stock on
any business day (a “Put”), provided that at least five Trading Days (as defined in the EFA) have passed since the
most recent Put. The purchase price of the shares of Common Stock contained in a Put shall be 92% of the Market Price with “Market
Price” defined as the lowest VWAP of the Common Stock during the Pricing Period (as defined in the EFA). In addition, we are required
to issue to GHS shares in the amount of 115% of each Put. No Put will be made in an amount less than $10,000 or greater than $1,000,000.
In no event are we entitled to make a Put or is GHS entitled to purchase that number of shares of Common Stock of the Company, which when
added to the sum of the number of shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3
of the Exchange Act), by GHS, would exceed 4.99% of the number of shares of Common Stock outstanding on such date, as determined in accordance
with Rule 13d-1(j) of the Exchange Act.
The EFA will terminate upon any of the following
events: when GHS has purchased an aggregate of $30,000,000 in the Common Stock of the Company pursuant to the EFA; on the date that is
12 months from the date of the EFA; or by mutual written consent of the parties. Actual sales of shares of Common Stock to GHS under the
EFA will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading
price of the Common Stock and determinations by us as to the appropriate sources of funding for the Company and its operations. The net
proceeds under the EFA to us will depend on the frequency and prices at which we sell shares of our stock to GHS.
The Registration Rights Agreement provides that
we shall (i) use our best efforts to file with the SEC the Registration Statement within 15 days of the date of the Registration Rights
Agreement; and (ii) have the Registration Statement declared effective by the SEC within 30 days after the date the Registration Statement
is filed with the SEC, but in no event more than calendar 90 days after the Registration Statement is filed.
We will use the proceeds from the Puts for global
expansion and also potential acquisitions deemed beneficial to our operational capabilities.
See “Plan of Distribution”
elsewhere in this prospectus for more information.
USE OF PROCEEDS
The Selling Security Holder will receive all the
proceeds from the sales of the Shares under this prospectus. We will not receive any proceeds from these sales. To the extent we receive
proceeds from the Puts to the Selling Security Holder, we will use those proceeds for global expansion and also potential acquisitions
deemed beneficial to our operational capabilities. We have agreed to bear the certain expenses relating to the registration of the shares
of Common Stock being registered herein for Selling Security Holder.
See “Plan of Distribution”
elsewhere in this prospectus for more information.
SELLING SECURITY HOLDER
This prospectus covers the offering of up to 3,500,000,000
shares of Common Stock being offered by the Selling Security Holder, which includes shares of Common Stock acquirable upon the issuance
of a Put to the Selling Security Holder, as described herein. We are registering the Shares in order to permit the Selling Security Holder
to offer their shares of Common Stock for resale from time to time.
The table below lists the Selling Security Holder
and other information regarding the “beneficial ownership” of the shares of Common Stock by the Selling Security Holder. In
accordance with Rule 13d-3 of the Exchange Act, “beneficial ownership” includes any shares of Common Stock as to which the
Selling Security Holder has sole or shared voting power or investment power and any shares of Common Stock the Selling Security Holder
has the right to acquire within 60 days.
The Selling Security Holder is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act.
The second column indicates the number of
shares of Common Stock beneficially owned by the Selling Security Holder, based on its ownership as of December 18, 2023. The
second column also assumes purchase of all shares of stock to be acquired under the maximum amount of securities to be sold by the
Company to the Selling Security Holder, without regard to any limitations on purchase described in this prospectus or in the
EFA.
The third column lists the shares of Common Stock
being offered by this prospectus by the Selling Security Holder. Such aggregate amount of Common Stock does not take into account any
applicable limitations on purchase of the securities under the EFA.
This prospectus covers the resale of (i) all of
the shares of Common Stock issued and issuable upon the Company issuing a Put, and (ii) any securities issued or then issuable upon any
full anti-dilution protection, stock split, dividend or other distribution, recapitalization or similar event with respect to the common
shares.
Because the issuance price of the common shares
may be adjusted, the number of shares of Common Stock that will actually be issued upon issuance of the common shares may be more or less
than the number of shares of Common Stock being offered by this prospectus. The Selling Security Holder can offer all, some or none of
its shares of Common Stock, thus we have no way of determining the number of shares of Common Stock it will hold after this offering.
Therefore, the fourth and fifth columns assume that the Selling Security Holder will sell all shares of Common Stock covered by this prospectus.
See “Plan of Distribution.”
The Selling Security Holder identified below has
confirmed to us that it is not a broker-dealer or an affiliate of a broker-dealer within the meaning of United States federal securities
laws.
|
|
Number of
Shares of
Common Stock
Owned Prior to
Offering(1) |
|
|
Maximum
Number of
Shares of
Common Stock
to be Sold
Pursuant to this
Prospectus |
|
|
Number of
Shares of
Common Stock
Owned After
Offering |
|
|
Percentage
Beneficially
Owned After
Offering |
|
GHS Investments, LLC (1) |
|
|
275,060,479 |
|
|
|
3,500,000,000 |
(2) |
|
|
– |
|
|
|
– |
|
TOTAL |
|
|
275,060,479 |
|
|
|
3,500,000,000 |
|
|
|
– |
|
|
|
– |
|
__________
(1) |
GHS Investments, LLC is a limited liability company organized under the laws of Nevada. Mark Grober has dispositive power over the shares owned by GHS. |
(2) |
3,500,000,000 shares to be issued pursuant to the EFA. |
Material Relationships with Selling Security
Holder
The Selling Security Holder has not at any time
during the past three years acted as one of our employees, officers or directors or had a material relationship with us except (i) with
respect to transactions described above in “Private Placement,” (ii) the Purchase Agreement dated August 19, 2021 with GHS,
(iii) the Equity Financing Agreement dated November 9, 2021 with GHS, and (iv) the EFA.
MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER
MATTERS
Our Common Stock is currently quoted on the OTC
Markets, which is sponsored by OTC Markets Group, Inc. The OTC Markets is a network of security dealers who buy and sell stock. The dealers
are connected by a computer network that provides information on current “bids” and “asks,” as well as volume
information. Our shares are quoted on the OTC Markets under the symbol “DPLS.”
The table below sets forth for the periods indicated
the quarterly high and low bid prices as reported by OTC Markets. Limited trading volume has occurred during these periods. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.
2023 |
|
High |
|
|
Low |
|
First Quarter |
|
$ |
0.0108 |
|
|
$ |
0.0032 |
|
Second Quarter |
|
$ |
0.0120 |
|
|
$ |
0.0030 |
|
Third Quarter |
|
$ |
0.0054 |
|
|
$ |
0.0014 |
|
2022 |
|
High |
|
|
Low |
|
First Quarter |
|
$ |
0.0890 |
|
|
$ |
0.0252 |
|
Second Quarter |
|
$ |
0.0589 |
|
|
$ |
0.0190 |
|
Third Quarter |
|
$ |
0.0455 |
|
|
$ |
0.0189 |
|
Fourth Quarter |
|
$ |
0.0230 |
|
|
$ |
0.0078 |
|
2021 |
|
High |
|
|
Low |
|
First Quarter |
|
$ |
0.0510 |
|
|
$ |
0.0007 |
|
Second Quarter |
|
$ |
0.0969 |
|
|
$ |
0.0106 |
|
Third Quarter |
|
$ |
0.2020 |
|
|
$ |
0.0653 |
|
Fourth Quarter |
|
$ |
0.1400 |
|
|
$ |
0.0511 |
|
Our common stock is considered to be penny stock
under rules promulgated by the SEC. Under these rules, broker-dealers participating in transactions in these securities must first deliver
a risk disclosure document which describes risks associated with these stocks, broker-dealers’ duties, customers’ rights and
remedies, market and other information, and make suitability determinations approving the customers for these stock transactions based
on financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing, provide
monthly account statements to customers, and obtain specific written consent of each customer. With these restrictions, the likely effect
of designation as a penny stock is to decrease the willingness of broker-dealers to make a market for the stock, to decrease the liquidity
of the stock and increase the transaction cost of sales and purchases of these stocks compared to other securities.
The high and low bid price for shares of our Common
Stock on December 15, 2023, was $0.0014 and $0.0011, respectively, based upon bids that represent prices quoted by broker-dealers on the
OTC Markets.
Approximate Number of Equity Security Holders
As of December 18, 2023, there were approximately
951 stockholders of record. Because shares of our Common Stock are held by depositaries, brokers and other nominees, the number of beneficial
holders of our shares is substantially larger than the number of stockholders of record.
Dividends
We have not declared or paid a cash dividend to
our stockholders since we were organized and does not intend to pay dividends in the foreseeable future. Our board of directors presently
intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any
payment of cash dividends in the future will depend upon our earnings, capital requirements and other factors.
Section 15(g) of the Securities Exchange Act of 1934
Our shares are covered by section 15(g) of the
Exchange Act that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess
of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer
must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction
prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability
to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice
requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items
include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of
the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer
compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure
rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone
number and the central number of the North American Securities Administrators Association, for information on the disciplinary history
of broker/dealers and their associated persons.
Penny Stock
Our stock is considered a penny stock. The SEC
has adopted rules that regulate broker-dealer practices in transactions in penny stocks. Penny stocks are generally equity securities
with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange
or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure
document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both
public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and
of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities
laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance
of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and
is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to
effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation
of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the
market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure
statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect
of reducing the trading activity for our Common Stock. Therefore, stockholders may have difficulty selling our securities.
Rule 10B-18 Transactions
During the year ended December 31, 2022, there
were no repurchases of our common stock by the Company.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
This Management’s Discussion and Analysis
of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future
performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to
known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements.
Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited
to, those discussed in the “Risk Factors” section. We undertake no obligation to publicly update or revise any forward-looking
statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon
forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements
Critical Accounting Policies
The following discussions are based upon our consolidated
financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the
United States.
Use of Estimates
The preparation of the Company’s financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include,
but are not limited to, assumptions used to calculate derivative liabilities, revenue recognition and impairment of long-lived assets.
The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes
to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances,
facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those
estimates.
Long-Lived Assets and Goodwill
The Company accounts for long-lived assets in
accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This
accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount
of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its
estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair
value of the asset.
Indefinite-lived intangible assets established
in connection with business combinations consist of the tradename. The impairment test for identifiable indefinite-lived intangible assets
consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its
fair value, an impairment loss is recognized in an amount equal to that excess.
The Company accounts for goodwill and intangible
assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase
price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other
intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the
fair value of an asset has decreased below its carrying value. This guidance simplifies the accounting for goodwill impairment by removing
Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. The quantitative impairment test calculates
any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying
amount of goodwill. It is our practice, at a minimum, to perform a qualitative or quantitative goodwill impairment test in the fourth
quarter every year. The Company has one reporting unit it evaluates during its impairment test.
In determining the fair value of the reporting
unit, management estimated the price that would be received to sell the reporting unit as a whole in an orderly transaction between market
participants at the measurement date. This includes reviewing market comparables such as revenue multipliers and assigning certain assets
and liabilities to the reporting units, such as the respective working capital deficits of each entity and debt obligations that would
need to be assumed by a market participant buyer in an orderly transaction. The Company calculated the carrying amounts of the reporting
unit by utilizing the entities’ assets and liabilities at December 31, 2022, including the carrying value of the identifiable intangible
assets and goodwill assigned to the respective reporting unit.
The Company recorded impairment expense of intangibles
and goodwill of $12,222,598 upon its annual impairment test during the year ended December 31, 2022. Refer to Note 1 for impairment records
in 2023 upon the Optilan UK Liquidation.
Revenue Recognition
The Company’s revenues are generated primarily
from the sale of our services, which consist primarily of advanced technology solutions for integrated communications and security systems,
as well as habitat management. The Company’s sales of products are primarily generated from our TJM subsidiaries. Sales of products
and services are separate from one another. At contract inception, we assess the goods and services promised in the contract with customers
and identify a performance obligation for each. To determine the performance obligation, we consider all products and services promised
in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction
of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration expected to be
received in exchange for transferring goods and services. We recognize service revenues as the performance obligations are met, which
is generally as milestones are satisfied over time. We generally recognize product revenues at the time of shipment, provided that all
other revenue recognition criteria have been met.
The Company recognizes revenue when its customer
obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for
those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606,
we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract;
(iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize
revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will
collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception,
once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine
those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the
amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is
satisfied.
The Company considers each individual sale of
service contract to be its own performance obligation. Services in the contract are highly interdependent and interrelated, and the successful
completion of each milestone is necessary for the overall success of the contract. Therefore, each milestone is not separately identifiable
from other promises in the contract, and not distinct and ultimately not individual performance obligations.
The Company records revenue over time using the
output measure as it is the most faithful depiction of an entity’s performance because it directly measures the value of the goods
and services transferred to the customer. The Company utilizes the Right to Invoice for these contracts, as the pricing structure is based
on various milestones that are specified in the contract. These milestones include Construction Phase Plan, Start of the construction
phase, installation phase, site surveys, fiber splicing, recoveries, and closeouts. There are specified payments associated with these
milestones in the contract, and the value allocated is commensurate with work done. In the event that there are advances such as upfront
retainers and not based on the value, those are recorded as contract liabilities.
In accordance with ASU No. 2016-12, Revenue
from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient, which is to (1) clarify the objective
of the collectability criterion for applying paragraph 606-10-25-7; (2) permit an entity to exclude amounts collected from customers for
all sales (and other similar) taxes from the transaction price; (3) specify that the measurement date for noncash consideration is contract
inception; (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before
the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the
transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations; (5) clarify that a completed
contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP
before the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic 606 to each
prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. The amendments of this
ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. There was no impact
as a result of adopting this ASU on the financial statements and related disclosures. Based on the terms and conditions of the product
arrangements, the Company believes that its products and services can be accounted for separately as its products and services have value
to the Company’s customers on a stand-alone basis. When a transaction involves more than one product or service, revenue is allocated
to each deliverable based on its relative fair value; otherwise, revenue is recognized as products are delivered or as services are provided
over the term of the customer contract.
Derivative Financial Instruments
The Company evaluates the embedded conversion
feature within its convertible debt instruments under ASC 815-15 and ASC 815-40 to determine if the conversion feature meets the definition
of a liability and, if so, whether to bifurcate the conversion feature and account for it as a separate derivative liability. For derivative
financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is
then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative
financial instruments, the Company uses a lattice model, in accordance with ASC 815-15, Derivative and Hedging, to value the
derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether
such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument
liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument
could be required within 12 months after the balance sheet date.
Business Overview
DarkPulse, Inc., a Delaware corporation (the “Company”
or “DarkPulse”), is a technology focused on the manufacture, sale, installation, and monitoring of laser sensing systems
based on its patented BOTDA dark-pulse sensor technology. The Company develops, markets, and distributes a full suite of engineering,
monitoring, installation and security management solutions for critical infrastructure/key resources to both industries and governments.
Coupled with our patented BOTDA technology, DarkPulse provides its customers a comprehensive data stream of critical metrics for assessing
the health and security of their infrastructure. Our systems provide rapid, precise analysis and responsive activities predetermined by
the end-user customer. The Company’s activities since inception have consisted of developing various solutions, obtaining patents
and trademarks related to its technology, raising capital, acquisition of companies deemed to expand global operations and/or capabilities,
creating key partnerships to expand our suite of products and services. Our activities have evolved to a sales-focused mission since the
successful completion of our BOTDA system.
Headquartered in Houston, DarkPulse is a globally-based
technology company with presence through its subsidiaries in the United Kingdom, India, Dubai, Abu Dhabi, Turkey, Azerbaijan, United States
and Canada. In addition to the Company’s BOTDA systems, through a series of strategic acquisitions the Company offers the manufacture,
sale, installation, and monitoring of laser sensing systems, oil and gas pipeline leak detection, physical security services, telecommunications
and satellite communications services, artificial intelligence-based camera systems, railway monitoring services, drone and rover systems,
and Big Data as a Service (“BDaaS”). The Company is focused on expanding services through acquisitions and partnerships
to address global infrastructure and critical environmental resource challenges.
DarkPulse offers a full suite of engineering and
environmental solutions that provide safety and security infrastructure projects. The sensing and monitoring capabilities offered by DarkPulse
operate in the air, land, sea. Our patented technology provides rapid, precise analysis to protect and safeguard oil and gas pipelines
above or below ground, physical security countermeasures, mining operations, and other critical infrastructure/key resources subject to
vulnerability or risk. Our patented dark-pulse based BOTDA distributed fiber sensing system is best in class. The Company is able to monitor
areas in around critical infrastructure buried or above ground including pipelines 100km or more in length and/ or localized pipes as
small as eight CM DIA, detecting internal anomalies before catastrophic failure. We are developing an intelligent rock bolt to prevent
causalities and fatalities in mining operations and include a real time sensor system that can detect the location and movement of personnel
and equipment throughout a mining operation. We monitor airflow, air quality, temperature, seismic events, etc. Our sensors cover extended
areas, protecting an area from intrusion by detecting events at any location along the sensing cable. Working safely every day is our
first core value and employees at DarkPulse and our subsidiary companies are recognized experts in their fields, providing comprehensive
services for all our clients' needs.
Our Subsidiaries
Our subsidiaries consist of DarkPulse UK Ltd,,
a company headquartered in, United Kingdom whose focus is in engineering, telecommunications, energy, rail, critical network infrastructure,
pipeline integrity systems, renewables and security; Remote Intelligence, Limited Liability Company, a company headquartered in Pennsylvania
who provides unmanned aerial drone and unmanned ground crawler (UGC) services to a variety of clients from industrial mapping and ecosystem
services, to search and rescue, to pipeline security; Wildlife Specialists, Limited Liability Company, a company headquartered in Pennsylvania
who provides clients with comprehensive wildlife and environmental assessment, planning, and monitoring services; TerraData Unmanned,
PLLC, a company headquartered in Florida who custom manufactures NDAA compliant drones and unmanned ground crawlers to meet the needs
of its customers; and DarkPulse Electronics Manufacturing Inc., a company headquartered in Arizona who is a U.S. manufacturer of advanced
electronics, cables and sub-assemblies specializing in advanced package and complex CCA and hardware.
Change in Ownership in Previously Consolidated Subsidiary Results
in Deconsolidation in the Current Period
On June 28, 2023, the county court at Portsmouth,
England made a winding up order raised by a (non-related party) creditor against the Company's subsidiary Optilan (UK) Limited. The subsidiary
on that date ceased conducting further business and the director’s powers terminated. The consolidation of subsidiaries owned by
Optilan (UK) Limited was no longer under its control as defined by ASC 810 (Consolidation). This compulsory liquidation resulted in a
combined “Loss on Deconsolidation” of Optilan (UK) Limited and its subsidiaries in the amount of $1,642,795.
The subsidiaries of Optilan (UK) Limited are solvent
and continue to operate. The Company will retain no measurable residual value nor direct or indirect investment in Optilan, its subsidiaries
or its assets. The Company will have no continuing involvement with Optilan (UK) Limited, including its subsidiaries, and will not be
owned or controlled by any related party of the Company.
Recent Events
Liquidation/winding up of Optilan (UK) Limited
On May 3, 2023, Eversheds Sutherland (International)
LLP, a creditor of Optilan (UK) Limited, filed a petition to wind up (the “Winding up Petition”) Optilan (UK) Limited,
a wholly owned subsidiary of the Company’s Subsidiary, Optilan HoldCo 3 Limited, and the matter was due to be heard in the Portsmouth
Combined Court Centre on June 28, 2023.
On June 28, 2023, the High Court of Justice in
the United Kingdom issued a winding-up order for the liquidation and winding up of the affairs of Optilan (UK) Limited (the “Optilan
Liquidation”). In conjunction with the order, the court appointed the Offical Receiver’s Office (the “OR”)
to take the appointment as liquidator of Optilan (UK) Limited and take control of Optilan (UK) Limited’s assets.
At the same time the court appointed the OR to
take the appointment as liquidator of Optilan (UK) Limited. The OR has taken control of Optilan (UK) Limited’s assets. To date the
ORs Office has initiated contact with Optilan but we still wait to receive details of the individual who will be taking the role of OR.
On July 3, 2023, Optilan (UK) Limited received
a letter from The Insolvency Service, an executive agency sponsored by the Department for Business and Trade located in the U.K. Pursuant
to the letter of The Insolvency Services, the Company was required to provide information relating to Optilan (UK) Limited to the Official
Receiver’s Office (a government body of Plymouth, the United Kingdom) and attend an interview with staff of the Official Receiver’s
Office to review the prospect of recovering the assets of Optilan (UK) Limited for the benefit of creditors. The interview was scheduled
for July 18, 2023.
On July 18, 2023, the interview was held between
the Official Receiver’s Office (“OR”) and the CEO at time of dissolution. The OR office requested a list of assets,
bank account information and amounts along with any contracts held by Optilan (UK) Limited to begin the liquidation process.
On August 9, 2023, Evelyn Partners was appointed Joint Liquidator.
The Company is an Unsecured creditor of Optilan
(UK) Limited and is at risk of losing any repayment of obligations due from Optilan (UK) Limited because there are several intercompany
relationships between the Company and Optilan (UK) Limited, the financial impact of any future claims and liabilities may not be known
for several months. The Company has approximately $19.4 million intercompany payables due from Optilan (UK), which will increase the Company
liabilities for any obligations not repaid. The Company expects the remaining assets held by Optilan (UK) Limited to be fully impaired
and reported as discontinued operations during the second quarter of 2023 as a result of the winding-up order for liquidation. At the
time of this filing the Company is still evaluating the full effects of the winding-up order for liquidation and the material adverse
effects it will have on the Company’s continued operations and ability to meet future obligations.
Quarter Ended March 31 Accounting Analysis
The Company performed an analysis of the trade
receivables related to Optilan (UK) Limited and determined that an additional $2,422,457 may not be collectible pursuant to the Optilan
Liquidation. The Company recorded a bad debt provision for this amount.
As a result of the Optilan Liquidation, management
determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s reporting unit
may not be recoverable as of March 31, 2023. The qualitative assessment was primarily due to the customer contracts held by Optilan (UK)
Limited at March 31, 2023 and the associated revenue projections by the UK subsidiary that is subject to the potential winding up. As
such, the Company compared the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $6,925,137
pertaining to impairment and goodwill in the consolidated statements of operations. The Company recorded impairment of the indefinite-lived
intangible asset of $356,260, and impairment of goodwill of $6,568,877. The Company has one reporting unit which was evaluated in the
impairment test noted above. As a result of the impairment, the Company had a carrying value of $0 pertaining to goodwill and intangible
assets as of June 30, 2023.
Quarter Ended September 30 Accounting Analysis
Optilan (UK) Limited became subject to the control
of a government and was appointed an administrator. In this situation, when the parent ceases to have a financial interest in a subsidiary
and does not retain an investment in that subsidiary, the parent should deconsolidate the subsidiary and recognize a gain or loss on deconsolidation
in accordance with ASC 810-10-40-5.
In addition, ASC 810-10-40-3A states when a parent
deconsolidates a subsidiary or derecognizes a group of assets, the parent no longer controls the subsidiary's assets and liabilities or
the group of assets. The parent therefore shall derecognize the assets, liabilities, and equity components related to that subsidiary
or group of assets. The equity components will include any noncontrolling interest as well as amounts previously recognized in accumulated
other comprehensive income. If the subsidiary or group of assets being deconsolidated or derecognized is a foreign entity (or represents
the complete or substantially complete liquidation of the foreign entity in which it resides), then the amount of accumulated other comprehensive
income that is reclassified and included in the calculation of gain or loss shall include any foreign currency translation adjustment
related to that foreign entity.
Upon the liquidation, on June 28, 2023, the Company
derecognized Optilan UK’s assets and liabilities and recorded a loss on consolidation of $1,624,795, which was recognized in other
income (expenses) in the consolidated statements of operations.
Included in the loss on consolidation of $1,642,795
are the gains on intercompany receivables and payables and currency translation adjustment $12,721,532 and $1,545,008 respectively, offset
by the net loss on impairment of investments of $12,623.
In addition, the allowance of $2,422,457 was recorded
against receivables that have been deemed uncollectible.
Financings
On May 27, 2022 we entered an Equity Financing
Agreement (the “2022 EFA”) and Registration Rights Agreement (the “RRA”) with GHS, pursuant to which
GHS agreed to purchase up to $70,000,000 in shares of our Common Stock, from time to time over the course of 24 months after effectiveness
of a registration statement on Form S-1 of the underlying shares of Common Stock.
The RRA provides that we shall (i) use our best
efforts to file with the SEC a registration statement within 45 days of the date of the GHS Registration Rights Agreement; and (ii) have
the registration statement declared effective by the SEC within 30 days after the date the GHS registration statement is filed with the
SEC, but in no event more than 90 days after the registration statement is filed.
Below is a table of all puts made by the Company
under the 2022 EFA during 2023:
Date of Put |
|
Number of Common Shares Issued |
|
Total Proceeds, Net of Discounts |
|
Effective Price per Share |
|
Net Proceeds |
|
1/12/2023 |
|
64,130,435 |
|
$ |
400,000 |
|
$0.006237 |
|
$ |
370,975 |
|
1/24/2023 |
|
77,733,861 |
|
|
400,000 |
|
$0.005146 |
|
|
370,975 |
|
2/3/2023 |
|
61,173,706 |
|
|
300,000 |
|
$0.004904 |
|
|
277,975 |
|
2/17/2023 |
|
75,447,571 |
|
|
300,000 |
|
$0.003976 |
|
|
277,975 |
|
3/1/2023 |
|
83,113,044 |
|
|
324,000 |
|
$0.003898 |
|
|
300,295 |
|
3/16/2023 |
|
93,165,852 |
|
|
254,232 |
|
$0.002729 |
|
|
235,410 |
|
3/30/2023 |
|
65,465,384 |
|
|
166,903 |
|
$0.002549 |
|
|
154,195 |
|
4/11/2023 |
|
67,462,162 |
|
|
203,554 |
|
$0.003017 |
|
|
188,279 |
|
|
|
587,692,015 |
|
$ |
2,348,689 |
|
|
|
$ |
2,176,079 |
|
On January 17, 2023, we entered into a Stock Purchase
Agreement with an investor for the purchase of 11,441,647 shares of Common Stock in exchange for $100,000.
On April 28, 2023 we entered an Equity Financing
Agreement, which was superseded by the Amended Equity Financing Agreement dated June 13, 2023, which was then superseded by the Second
Amended Equity Financing Agreement dated July 10, 2023 (the “EFA”) and Registration Rights Agreement (the “Registration
Rights Agreement”) with GHS, pursuant to which GHS agreed to purchase up to $30,000,000 in shares of our Common Stock, from
time to time over the course of 12 months after effectiveness of a registration statement on Form S-1 of the underlying shares of Common
Stock.
The Registration Rights Agreement provides that
we shall (i) use our best efforts to file with the SEC a registration statement within 15 days of the date of the Registration Rights
Agreement; and (ii) have the registration statement declared effective by the SEC within 30 days after the date the registration statement
is filed with the SEC, but in no event more than 90 days after the registration statement is filed.
Below is a table of all puts made by the Company
under the EFA during 2023:
Date of Put |
|
Number of Common Shares Issued |
|
Total Proceeds, Net of Discounts |
|
Effective Price per Share |
|
Net Proceeds |
|
4/28/2023 |
|
91,796,875 |
|
|
235,000 |
|
$0.002560 |
|
|
208,550 |
|
6/26/2023 |
|
44,583,334 |
|
|
214,000 |
|
$0.004800 |
|
|
141,020 |
|
7/3/2023 |
|
51,442,308 |
|
|
274,058 |
|
$0.004200 |
|
|
257,020 |
|
7/10/2023 |
|
28,593,750 |
|
|
91,500 |
|
$0.003200 |
|
|
85,094 |
|
9/5/2023 |
|
100,000,000 |
|
|
100,000 |
|
$0.001000 |
|
|
100,000 |
|
|
|
316,416,267 |
|
$ |
914,558 |
|
|
|
$ |
791,684 |
|
Going Concern Uncertainty
As shown in the accompanying financial statements,
we generated net losses of $19,915,940 and $18,375,506 during the nine months ended September 30, 2023 and 2022, respectively, and net
cash used in operating activities of $4,066,096 and $19,456,701, respectively. As of September 30, 2023, the Company’s current liabilities
exceeded its current assets by $18,527,365 and has an accumulated deficit of $65,649,298. As of September 30, 2023, the Company had $64,892
of cash. Lastly, the Optilan Liquidation no longer raises serious concerns about the viability of the Optilan (UK) Limited entities. Optilan
(UK) Limited and its subsidiaries have been deconsolidated and are no longer under the control of DarkPulse, Inc.
We 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 substantial
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.
Foreign Currency Risk
In general, the Company is a net receiver of currencies
other than the U.S. dollar. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, will negatively
affect the Company’s net sales and gross margins as expressed in U.S. dollars. There is a risk that the Company will have to adjust
local currency product pricing due to competitive pressures when there has been significant volatility in foreign currency exchange rates.
Results of Operations
For the Three- and Nine-Months Ended September
30, 2023 and 2022
The Company’s revenues are generated primarily
from the sale of our services, which consist primarily of advanced technology solutions for integrated communications and security systems,
as well as habitat management. The Company’s sales of products are primarily generated from our TJM subsidiaries.
The Company’s future revenues will be derived
from the following, among other things.
|
· |
promote adoption if our patented technology through agency and distribution agreements; |
|
|
|
|
· |
cross-selling existing customer with products from other subsidiaries; |
|
|
|
|
· |
provide a wide array of diverse services, including enhanced or additional services that may become available in the future due to, among other things, advances in technology or improvements in our infrastructure; |
|
|
|
|
· |
pursue acquisitions of additional assets, in each case if available at attractive prices; and |
|
|
|
|
· |
market our products and services to new customers. |
While 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, the Company also maintains multiple contracts for future material revenues, including part of framework contracts
that will be recognized during future reporting periods.
For the three and nine months ended September
30, 2023, total revenues were $82,071 and $2,032,673 compared to $1,431,104 and $7,884,480 for the three and nine months ended September
30, 2022. The decreases were primarily due to the Optilan (UK) liquidation and lower revenues achieved by Wildlife and Remote given capital
and resources restraints.
Cost of Revenues and Gross Margin
For the three and nine months ended September
30, 2023, cost of revenues was $3,005 and $2,414,645 compared to $5,804,875 and $12,119,352 for the nine months ended September 30, 2022.
The decrease was attributable to the Optilan (UK) Limited liquidation and lower revenues from Remote Intelligence and Wildlife Specialists.
Gross profit (loss) for the nine months ended
September 30, 2023 was ($381,972) compared to ($4,234,872) for the nine months ended September 30, 2022. During 2022, it was realized
that certain fixed price quoted contracts, with design and execution issues, prolonged the completion of the projects. This resulted in
significant excess costs related to labor, subcontractor, and material costs. The Company has adequately reserved for these costs through
completion of the projects in the third quarter of 2023. Unfortunately, there was very little foresight into the magnitude of the loss.
The Company believes that this is not a recurring issue with Optilan and/or its business model. The Company has undertaken internal procedures
during its bid process to assure that such practices will not occur in the future.
Operating Expenses
Selling, general and administrative expenses for
three and nine months ended September 30, 2023 decreased by $1,211,822 and $1,779,060, respectively. The decrease primarily consisted
of decrease in advertising costs, insurance and information technology expenses.
Salaries, wages and payroll taxes for three and
nine months ended September 30, 2023 decreased by $1,506,908 and $2,729,044, respectively. The decrease primarily consisted of reduced
headcount at each subsidiary. Furthermore, the Company reduced accrued payroll which it was determined was no longer payable.
As of September 30, 2023, the Company recorded
a bad debt provision of $2,433,963, primarily pertaining to the Optilan UK Liquidation.
Professional fees for the three months ended September
30, 2023 decreased by $1,511,499 for the three months ended September 30, 2022 and Professional fees for the nine months ended September
30, 2023 decreased by $1,323,813 for the nine months ended September 30, 2022, as Optilan operations ceased.
During the three and nine months ended September
30, 2023, the Company recorded a gain on forgiveness of debt of $0 and $106,794.
As a result of the Optilan Liquidation as described
in Note 1, management determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s
reporting unit may not be recoverable. The qualitative assessment was primarily due to the customer contracts held by Optilan (UK) Limited
and the associated revenue projections by the UK subsidiary that is subject to the potential winding up. As such, the Company compared
the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $6,925,137 pertaining to impairment and
goodwill in the consolidated statements of operations. The Company recorded impairment of the indefinite-lived intangible asset of $356,260,
and impairment of goodwill of $6,568,877. The Company has one reporting unit which was evaluated in the impairment test noted above. As
a result of the impairment, the Company had a carrying value of $0 pertaining to goodwill and intangible assets as of September 30, 2023.
Depreciation and amortization for three months
ended September 30, 2023 and 2022 was $44,502 and $597,970, respectively.
Other Income (Expense)
For the three months ended September 30, 2023,
we had other expenses of $(521,352) compared to other income of $896,585 for the three months ended September 30, 2022. The increase in
other expenses was primarily due to interest expense and foreign currency exchange rate variance in 2023.
For the nine months ended September 30, 2023,
we had other expenses of $(2,332,234) compared to other expenses of $(128,578) for the nine months ended September 30, 2022. The increase
in other expenses was primarily due to loss on deconsolidation in 2023.
Net Loss
As a result of the above, we reported a net loss
of $998,576 and $8,805,668 for the three months ended September 30, 2023 and 2022, respectively.
As a result of the above, we reported a net loss
of $19,915,940 and $18,375,506 for the nine months ended September 30, 2023 and 2022, respectively.
For the Years Ended December 31, 2022 and 2021
Revenues
Since 2021, we have recognized revenue derived
from the acquisitions of our subsidiaries consummated during the periods ended September 30, 2021 through present.
The Company’s revenues are generated primarily
from the sale of our services, which consist primarily of advanced technology solutions for integrated communications and security systems,
as well as habitat management. The Company’s sales of products are primarily generated from our TJM subsidiaries.
The Company’s future revenues will be derived
from the following, among other things.
|
· |
promote adoption if our patented technology through agency and distribution agreements; |
|
|
|
|
· |
cross-selling existing customer with products from other subsidiaries; |
|
|
|
|
· |
provide a wide array of diverse services, including enhanced or additional services that may become available in the future due to, among other things, advances in technology or improvements in our infrastructure; |
|
|
|
|
· |
pursue acquisitions of additional assets, in each case if available at attractive prices; and |
|
|
|
|
· |
market our products and services to new customers. |
While 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, the Company also maintains multiple contracts for future material revenues, including part of framework contracts
that will be recognized during future reporting periods.
For the year ended December 31, 2022, total revenues
were $9,100,255 compared to $7,783,340 for the year ended December 31, 2021, an increase of $1,316,915. The increase was primarily due
to a full year of revenue generated from the Company’s subsidiaries acquired in 2021. The breakdown of revenues by entity for the
years ended December 31, 2022 and 2021 is as follows:
| |
Years Ended December 31, | |
| |
2022 | | |
2021 | |
Optilan | |
$ | 7,514,687 | | |
$ | 7,232,210 | |
Wildlife | |
| 842,811 | | |
| 306,548 | |
TJM | |
| 560,406 | | |
| 174,266 | |
Remote Intelligence | |
| 140,490 | | |
| 24,816 | |
TerraData | |
| 41,861 | | |
| 45,500 | |
| |
$ | 9,100,255 | | |
$ | 7,783,340 | |
Cost of Revenues and Gross Margin
For the year ended December 31, 2022, cost of
revenues was $14,543,529 compared to $6,685,210 for the year ended December 31, 2021, an increase of $7,858,319. The increase was primarily
due to a full year of cost of revenue incurred from the Company’s subsidiaries acquired in 2021. The Optilan cost of revenue
in 2022 of $13,069,792 increased $6,699,322 over 2021. During 2022, it was realized that certain Fixed Price quoted contracts, with design
and execution issues, prolonged the completion of the projects. These delays resulted in significant excess costs of approximately $6,061,790.
These costs were related to labor, subcontractor, and material costs, along with Covid-19 and current inflation rates. The remaining $637,532
increase is related to warranty and other work associated with different projects. The company has adequately reserved for these costs
through completion of the projects in the third quarter of 2023. Unfortunately, there was very little foresight into the magnitude of
the loss. The Company believes that this is not a recurring issue with Optilan and/or its business model. The Company has undertaken internal
procedures during its bid process to assure that such practices will not occur in the future.
Gross (loss) profit for the year ended December
31, 2022 was ($5,443,275) with a gross loss of (60)% compared to $1,098,130 for the year ended December 31, 2021 with a 14% gross margin.
Operating Expenses
Selling, general and administrative expenses for
year ended December 31, 2022 increased by $1,047,735, or 27%, to $4,966,702 from $3,918,967 for the year ended December 31, 2021. The
increase primarily consisted of an increase to the operations from our various acquisitions, including higher travel, advertising costs,
insurance and information technology expenses.
Salaries, wages and payroll taxes for year ended
December 31, 2022 increased to $7,457,491 from $2,653,683 for the year ended December 31, 2021. The increase primarily consisted of an
increase in the numbers of employees inherited from our various acquisitions, and a full year of personnel costs from these entities.
Salaries, wages and payroll taxes was primarily driven by $4,601,840 incurred at the Optilan subsidiary.
Professional fees for the year ended December
31, 2022, increased to $3,718,171 from $2,930,245 for the year ended December 31, 2021. This increase primarily consisted of legal expenditures
incurred by DarkPulse for corporate matters, including the Company’s SPAC transaction, as well as a full year of professional fees
incurred by Optilan.
Depreciation and amortization for year ended December
31, 2022, increased to $1,568,405 from $258,306 for the year ended December 31, 2021. This increase is primarily due to the increase in
the depreciable assets we acquired from new acquisitions, primarily Optilan’s property and equipment as well as amortization of
its intangible asset.
During the year ended December 31, 2022, the Company
recorded a gain on forgiveness of payables of $312,685.
During the year ended December 31, 2022, the Company
recorded $12,222,598 in impairment on the Company’s goodwill and intangible assets.
Other Income (Expense)
For the year ended December 31, 2022, we had other
expense of ($453,549) compared to other income of $4,021,700 for the year ended December 31, 2021. The decrease in other income was primarily
due to higher interest expense in 2022, a gain on forgiveness of liabilities of $3,488,860 in 2021, as well as a lower gain on the change
in fair value of derivative liabilities.
Net Loss
As a result of the above, we reported a net loss
of $35,517,505 and $4,826,320 for the years ended December 31, 2022 and 2021, respectively.
Liquidity and Capital Resources
September 30, 2023 Compared to September 30,
2022
We require working capital to fund the continued
development and commercialization of our proprietary fiber optic sensing devices, and for operating expenses. During the nine months ended
September 30, 2023, we had $3,090,717 in cash proceeds from our equity financings compared to $23,794,275 in 2022.
As of September 30, 2023, we had cash of $64,892
compared to $2,060,332 as of December 31, 2022. We currently do not have sufficient cash to fund our operations for the next 12 months
and we will require working capital to complete development, testing and marketing of our products and to pay for ongoing operating expenses.
We anticipate adding consultants for technology development and the corresponding operations of the Company, but this will not occur prior
to obtaining additional capital. Management is currently in the process of looking for additional investors. Currently, loans from banks
or other lending sources for lines of credit or similar short-term borrowings are not available to us. We have been able to raise working
capital to fund operations through the issuances of convertible notes or obtained through the issuance of our restricted common stock.
As of September 30, 2023, our current liabilities exceeded our current assets by $18,527,365.
Several of our significant operating subsidiaries
have borrowed funds from DarkPulse. The terms of the instruments governing the indebtedness of these borrowers or borrowing groups may
restrict our ability to access their accumulated cash. In addition, our ability to access the liquidity of these and other subsidiaries
may be limited by tax, legal and other considerations.
Our executive officers and our Board of Directors
review our sources and potential uses of cash in connection with our annual budgeting process and whenever circumstances warrant. Generally
speaking, our principal funding source is cash from financing activities, and our principal cash requirements include loans to our operating
subsidiaries, operating expenses, and capital expenditures,
December 31, 2022 Compared to December 31,
2021
We require working capital to fund the continued
development and commercialization of our proprietary fiber optic sensing devices, and for operating expenses. During the year ended December
31, 2022, we had $24,276,308 in cash proceeds from our equity financings compared to $14,593,327 in 2021.
As of December 31, 2022, we had cash of $2,060,332
compared to $3,658,846 as of December 31, 2021. We currently do not have sufficient cash to fund our operations for the next 12 months
and we will require working capital to complete development, testing and marketing of our products and to pay for ongoing operating expenses.
We anticipate adding consultants for technology development and the corresponding operations of the Company, but this will not occur prior
to obtaining additional capital. Management is currently in the process of looking for additional investors. Currently, loans from banks
or other lending sources for lines of credit or similar short-term borrowings are not available to us. We have been able to raise working
capital to fund operations through the issuances of convertible notes or obtained through the issuance of our restricted common stock.
As of December 31, 2022, our current liabilities exceeded our current assets by $11,562,784.
Several of our significant operating subsidiaries
have borrowed funds from DarkPulse. The terms of the instruments governing the indebtedness of these borrowers or borrowing groups may
restrict our ability to access their accumulated cash. In addition, our ability to access the liquidity of these and other subsidiaries
may be limited by tax, legal and other considerations.
Our executive officers and our Board of Directors
review our sources and potential uses of cash in connection with our annual budgeting process and whenever circumstances warrant. Generally
speaking, our principal funding source is cash from financing activities, and our principal cash requirements include loans to our operating
subsidiaries, operating expenses, and capital expenditures,
Cash Flows from Operating Activities
September 30, 2023 Compared to September 30,
2022
During the nine months ended September 30, 2023,
net cash used by operating activities was $4,066,096 resulting from our net loss of $19,915,940 partially offset by non-cash charges of
$13,322,329 primarily driven by impairment charges, bad debt expense and the issuance of common stock for a legal settlement. In 2023,
we had cash received by our operating assets and liabilities of $2,527,515 primarily driven by decreases in accounts receivable and contract
assets and increases in accounts payable.
During the nine months ended September 30, 2022,
net cash used by operating activities was $19,456,701, resulting from our net loss of $18,375,506, partially offset by non-cash charges
of $797,166. In 2022, we had cash used in our operating assets and liabilities of $1,878,361 primarily due to increases in accounts receivable
and contract assets partially offset by increases in accounts payable and contract liabilities.
December 31, 2022 Compared to December 31,
2021
During the year ended December 31, 2022, net cash
used by operating activities was $21,738,542 resulting from our net loss of $35,517,505, partially offset by non-cash charges of $13,307,813
primarily driven by our goodwill impairment. In 2022, we had cash provided by our operating assets and liabilities of $471,149 primarily
driven by decreases in accounts receivable and increases in accounts payable partially offset by decreases in other liabilities.
During the year ended December 31, 2021, net cash
used by operating activities was $11,363,470, resulting from our net loss of $4,826,320, non-cash gains of $3,279,403 and cash used in
our operating assets and liabilities of $3,257,746.
Cash Flows from Investing Activities
September 30, 2023 Compared to September 30,
2022
During the nine months ended September 30, 2023,
we had net cash used in investing activities of $1,409,128, including $563,317 in notes and $630,337 in advances to related party, as
well as our joint venture investment of $113,124 and purchase of property and equipment of $102,350.
During the nine months ended September 30, 2022,
we had net cash used in investing activities of $594,310 due to $64,980 in deposits and purchase of property and equipment of $529,330.
December 31, 2022 Compared to December 31,
2021
During the year ended December 31, 2022, we had
net cash used in investing activities of $5,045,405, including the issuance of our note receivable and investment with the SPAC totaling
$2,549,248, joint venture investment of $103,505 and purchase of property and equipment of $2,074,627.
During the year ended December 31, 2021, we had
net cash used in investing activities of $1,689,153, primarily due from the purchase of property and equipment and net cash used in business
acquisitions.
Cash Flows from Financing Activities
September 30, 2023 Compared to September 30,
2022
During the nine months ended September 30, 2023,
net cash provided by financing activities was $3,090,717 which was primarily comprised of proceeds from the sale of common stock of $3,067,764
and proceeds from the issuance of convertible notes $50,000, less net repayments of loans of $27,047.
During the nine months ended September 30, 2022,
net cash provided by financing activities was $23,794,275, comprised of proceeds from the sale of common stock from offering of $23,794,275.
December 31, 2022 Compared to December 31,
2021
During the year ended December 31, 2022, net cash
provided by financing activities was $24,165,801 which was primarily comprised of proceeds from the sale of common stock of $24,276,308,
net of costs of $1,934,200, less net repayments of loans of $110,507.
During the year ended December 31, 2021, net cash
provided by financing activities was $17,311,427, comprised of proceeds from the sale of common stock from offering of $14,593,327, the
issuance of convertible debt in the amount of $1,102,700, the issuance of notes payable of $2,000,000 offset by payments on convertible
debt of $384,600.
Factors That May Affect Future Results
Management’s Discussion and Analysis contains
information based on management’s beliefs and forward-looking statements that involve a number of risks, uncertainties, and assumptions.
There can be no assurance that actual results will not differ materially from the forward-looking statements as a result of various factors,
including but not limited to, our ability to obtain the equity funding or borrowings necessary to market and launch our products, our
ability to successfully serially produce and market our products; our success establishing and maintaining collaborative licensing and
supplier arrangements; the acceptance of our products by customers; our continued ability to pay operating costs; our ability to meet
demand for our products; the amount and nature of competition from our competitors; the effects of technological changes on products and
product demand; and our ability to successfully adapt to market forces and technological demands of our customers.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.
Recent Accounting Pronouncements
In November 2021, the FASB issued ASU No. 2021-08, Business
Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, issued by the Financial
Accounting Standards Board. This ASU requires entities to recognize and measure contract assets and contract liabilities acquired in a
business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result
in the recognition of contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before
the acquisition date rather than at fair value. The Company expects that there would be no material impact on the Company’s
condensed consolidated financial statements upon the adoption of this ASU.
In August 2020, the FASB issued ASU 2020-06, which
simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible
debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately
present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless
certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income
for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 is applicable for fiscal years
beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company
adopted ASU 2020-06 on January 1, 2022 and the adoption of this ASU did not have a material impact on the Company’s consolidated
financial statements and related disclosures.
In April 2019, the FASB issued ASU 2019-04, Codification
Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial
Instruments, which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit
Losses (Topic 326): Targeted Transition Relief, which amends Topic 326 to allow the fair value option to be elected for certain financial
instruments upon adoption. ASU 2019-10 extended the effective date of ASU 2016-13 until December 15, 2022. The Company adopted this new
guidance, including the subsequent updates to Topic 326, on January 1, 2023 and the adoption did not have a material impact on the Company’s
condensed consolidated financial statements and related disclosures.
BUSINESS
Organization
DarkPulse, Inc. (“DPI” or “Company”)
is a technology-security company incorporated in 1989 as Klever Marketing, Inc. (“Klever”). Its’ wholly-owned
subsidiary, DarkPulse Technologies Inc. (“DPTI”), originally started as a technology spinout from the University of
New Brunswick, Fredericton, Canada. The Company’s security and monitoring systems will initially be delivered in applications for
border security, pipelines, the oil and gas industry and mine safety. Current uses of fiber optic distributed sensor technology have been
limited to quasi-static, long-term structural health monitoring due to the time required to obtain the data and its poor precision. The
Company’s patented BOTDA dark-pulse sensor technology allows for the monitoring of highly dynamic environments due to its greater
resolution and accuracy.
The Company’s subsidiaries consist of Remote
Intelligence, LLC, a company headquartered in Pennsylvania who provides unmanned aerial drone and unmanned ground crawler (UGC) services
to a variety of clients from industrial mapping and ecosystem services, to search and rescue, to pipeline security; Wildlife Specialists,
LLC, a company headquartered in Pennsylvania who provides clients with comprehensive wildlife and environmental assessment, planning,
and monitoring services; TerraData Unmanned, PLLC, a company headquartered in Florida who custom manufactures NDAA compliant drones and
unmanned ground crawlers to meet the needs of its customers; TJM Electronics West, Inc., a company headquartered in Arizona who is a U.S.
manufacturer and tester of advanced electronics, cables and sub-assemblies specializing in advanced package and complex CCA and hardware;
Optilan India PVT (India); and Optilan Communications & Security Systems Ltd (Turkey).
Our Operating Units
Remote Intelligence
Remote Intelligence (“RI”)
provides unmanned aerial drone and unmanned ground crawler (“UGC”) services to a variety of clients in all markets,
including, specifically: industrial mapping and ecosystem, search and rescue, and pipeline security. RI started in 2013 with a simple
vision, to use the new and developing field of unmanned aerial vehicles to produce higher quality, safer, and more effective products
for a variety of markets. RI strives to equip, educate and advance the use of the most advanced unmanned aerial systems and unmanned ground
crawlers in the United States and around the world for commercial, government, and domestic use. RI’s top priorities are to find
safe and ethical ways to use this new and exciting field of technology to make life better. RI provides holistic intelligence consultation
and solutions including full-service methane detection and monitoring and quick, comprehensive site mapping and aerial inspection services.
RI specializes in fully integrated, geo-rectified, 3D modeled mapping and artificial intelligence (“AI”) for industrial
applications, specializing in the energy and environmental industries, with AI and live streaming capabilities anywhere in the world.
RI also provides aerial survey, video inspection services, emergency support services, wildlife and habitat surveys, and comprehensive
system design, training, and sales for both the commercial and private sectors. Integrating the latest tech solutions like artificial
intelligence, RI is globally-connected with a base of operation in Wellsboro, Pennsylvania.
TerraData Unmanned
Comprised of a team with more than 30 years cumulative
experience in the unmanned industry, TerraData Unmanned (“TerraData”) custom manufactures National Defense Authorization
Act (“NDAA”) compliant drones and unmanned ground crawlers to meet the needs of its customers. TerraData has successfully
delivered a custom drone platform per a customer’s specifications which exceeds current industry offering by more than 30 minutes.
The team has manufactured, and successfully flight tested a Quad Copter drone with 1.5KG payload capabilities that delivers more than
60 minutes of continuous flight. This cutting-edge design is a combination of proprietary software and hardware. The custom platform offers
NDAA compliant autopilot, communications links, Technical Standard Orders (“TSO”) certified GPS unit and ground control
station. Future designs include integrating Real-Time Kinematic (“RTK”) for mapping, methane detectors, and true terrain
following capabilities. There are also improvements scheduled that are intended to further extend the endurance and provide over 4KG of
payload capacity, not including batteries. TerraData has also announced the research, development and successful testing of an autonomous
crawler soon to be released to the market with methane and multi gas detection capabilities. Working seamlessly with its partners at DarkPulse
and its subsidiary companies, TerraData can custom design, build and operate a system to meet our customers' needs 24 hours a day 365
days a year around the globe.
Wildlife Specialists
Wildlife Specialists (“WS”)
was founded in 2007 to provide clients with comprehensive wildlife and environmental assessment, planning, and monitoring services. WS
currently maintains two regional offices located in north central and southeastern Pennsylvania and is available to provide services to
clients nationwide and around the globe. WS’ staff is made up of well-established professionals who have a wide range of experience
in wildlife management, research, and monitoring at the local and statewide levels throughout the United States. In addition, WS has specific
expertise in providing the full range of sensitive species and habitat assessments necessary for your development projects. WS’
mission is to provide consulting services that use the latest technology to produce the highest quality results compatible with its clients’
management goals and the appropriate protocols developed by state and federal wildlife management agencies. WS is fully insured to industry
standards and committed to the safety of its staff, clients, and the public. WS has maintained safety certification through ISNetWorld
and other third-party certifiers. WS is also officially PennDOT, General Services Administration (“GSA”), Small Business,
and HUBZone certified.
TJM West Electronics
TJM West Electronics (“TJM”)
is an ISO9001 and AS9100 certified electronics and electro-mechanical assembly operation. TJM operates out of a high tech, 20,000 sq.
ft. facility in Tempe, Arizona. TJM’s assembly team is trained to IPC 610 and J-STD-001 standards, Class 2 and 3. TJM has been in
business since 1999. TJM’s latest website was developed to be a customer interface for rapid costing, build scheduling, open order
status, and complete manufacturing history data records. Registered users can enter build and fabrication parameters for quantities of
2-20 units. TJM’s calculator provides itemized labor, printed circuit board (“PCB”) fabrication cost and delivery.
Registered users can also access factory floor for the updated status and delivery date of open orders, a review of configuration, quotes
and full quality history database.
As a U.S. manufacturer and test of advanced electronics,
cables and sub-assemblies, TJM specializes in advanced package and complex confidential architecture (“CCA”) and hardware.
Certified to space and flight AS9100D, TJM has over 20 years supplying ultra-high reliability, and fully documented electronic hardware.
Per aerospace management standard AS9100D, TJM maintains all material certifications, process and measurement reports electronically as
part of a complete quality history record. Manufacturing PCB design services on the most popular platforms including Cadence, Altium,
and Mentor, TJM designs output data that integrates seamlessly to its automated manufacturing line. From test development in circuit test
(“ICT”) to functional and burn-in, TJM develops a test plan and hardware system to deliver your 100% verified product.
Low cost, high reliability manufacturing is the net result of quality planning, optimizing automation technology, operational efficiency,
and communication. TJM provides a high value, low-cost domestic solution to replace offshore manufacturing.
Optilan India Pvt Ltd
Optilan India Pvt Ltd is a major engineering group
that designed multiple installations across the globe including security, rail, oil and gas, telecoms and, most importantly, distributed
fiber optic sensor systems (DFOSS).
Optilan Communications & Security Systems
Ltd
Optilan Communications & Securitiy Systems
(Turkey) who has played a key role in projects such as the Trans-Anatolian Natural Gas Pipeline (TANAP) installation as well as maintenance
services for one of the world’s largest pipelines and its operator. The Turkish-based company is also responsible for multiple contracts
across the Middle East including Libya and Iraq
Acquisitions
On August 9, 2021, we entered into a Share Purchase
Agreement with Optilan Guernsey Limited and Optilan Holdco 2 Limited, pursuant to which we 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. In connection with the acquisition, the Company acquired $14,828,459 in assets and assumed liabilities totaling $25,179,320.
As a result of the transaction, Optilan became a wholly-owned subsidiary of the Company. See Note 4 – BUSINESS ACQUISITIONS to
the audited financial statements for the years ended December 31, 2022 and 2021 on page F-20 herein.
On August 30, 2021, we closed two separate Membership
Interest Purchase Agreements with RI and WS pursuant to which we agreed to pay to the majority stockholder of each of RI and WS
an aggregate of 15,000,000 shares of our Common Stock, $500,000 to be paid on the closing date, and an additional $500,000 to be paid
12 weeks from closing date in exchange for 60% ownership of each of RI and WS. As a result of the transactions, RI and WS each became
subsidiaries of the Company with the respective non-controlling interests recoded on the consolidated balance sheets.
On September 8, 2021, we entered into and closed
the Stock Purchase Agreement with TJM and TJM’s stockholders, pursuant to which we agreed to purchase all of the equity interests
in TJM in exchange for $450,000, subject to adjustments as defined in the Stock Purchase Agreement. As a result of the transaction, TJM
became a wholly-owned subsidiary of the Company.
Effective October 1, 2021, we entered into and
closed the Membership Purchase Agreement with TerraData and Justin Dee, the sole stockholder of TerraData, pursuant to which we agreed
to purchase 60% of the equity interests in TerraData in exchange for 3,725,386 shares of our Common Stock and $400,000, subject to adjustments
as defined in the Membership Purchase Agreement, to be paid within 12 weeks of closing. As a result of the transaction, TerraData became
a subsidiary of the Company.
On December 1, 2023, we entered into and closed
the Sale Agreement with Optilan (UK) Limited (in liquidation) incorporated and registered in England and Wales with company number 02715788,
and Colin Hardman, Christopher Allen and Gregory Andrew Palfrey, as joint liquidators of the Optilan all of Evelyn Partners LLP. Under
the Agreement, we purchased from Optilan for $65,000 all right, title, and interest in the following: (1) shares in Optilan India PVT
(India), (2) shares in Optilan Communications & Security Systems Ltd (Turkey), and (3) the “Applicable Intellectual Property
Rights,” as defined in the agreement.
Liquidation/winding up of Optilan (UK) Limited
On May 3, 2023, Eversheds Sutherland (International)
LLP, a creditor of Optilan (UK) Limited, filed a petition to wind up (“Winding up Petition”) Optilan (UK) Limited, a wholly
owned subsidiary of the Company’s Subsidiary, Optilan HoldCo 3 Limited, and the matter was due to be heard in the Portsmouth Combined
Court Centre on June 28, 2023.
On June 28, 2023, the High Court of Justice in
the United Kingdom issued a winding-up order for the liquidation and winding up of the affairs of Optilan (UK) Limited (“Optilan
Liquidation”). In conjunction with the order, the court appointed the Official Receiver’s Office (“OR”) to take
the appointment as liquidator of Optilan (UK) Limited and take control of Optilan (UK) Limited’s assets.
At the same time the court appointed the OR to
take the appointment as liquidator of Optilan (UK) Limited. The OR has taken control of Optilan (UK) Limited’s assets. To date the
ORs Office has initiated contact with Optilan but we still wait to receive details of the individual who will be taking the role of OR.
On July 3, 2023, Optilan (UK) Limited received
a letter from The Insolvency Service, an executive agency sponsored by the Department for Business and Trade located in the U.K. Pursuant
to the letter of The Insolvency Services, the Company was required to provide information relating to Optilan (UK) Limited to the Official
Receiver’s Office (a government body of Plymouth, the United Kingdom) and attend an interview with staff of the Official Receiver’s
Office to review the prospect of recovering the assets of Optilan (UK) Limited for the benefit of creditors. The interview was scheduled
for July 18, 2023.
On July 18, 2023, the interview was held between
the Official Receiver’s Office (“OR”) and the CEO at time of dissolution. The OR office requested a list of assets,
bank account information and amounts along with any contracts held by Optilan (UK) Limited to begin the liquidation process.
On August 9, 2023, Evelyn Partners was appointed Joint Liquidator.
The Company is an Unsecured creditor of Optilan
(UK) Limited and is at risk of losing any repayment of obligations due from Optilan (UK) Limited because there are several intercompany
relationships between the Company and Optilan (UK) Limited, the financial impact of any future claims and liabilities may not be known
for several months. The Company has approximately $19.4 million intercompany payables due from Optilan (UK), which will increase the Company
liabilities for any obligations not repaid. The Company expects the remaining assets held by Optilan (UK) Limited to be fully impaired
and reported as Loss on Deconsolidation during the second quarter of 2023 as a result of the winding-up order for liquidation. At the
time of this filing the Company is still evaluating the full effects of the winding-up order for liquidation and the material adverse
effects it will have on the Company’s continued operations and ability to meet future obligations.
Global System Dynamics, Inc.
On December 14, 2022, we entered into a Business
Combination Agreement (the “BCA”) by, between, and among our company, Global System Dynamics, Inc., a Delaware corporation
(“GSD”), and Zilla Acquisition Corp, a Delaware corporation and wholly owned subsidiary of GSD (the “Merger
Sub”). Pursuant to the terms of the BCA, a business combination between us and GSD will be effected through the merger of Merger
Sub with and into DarkPulse, with DarkPulse surviving the merger as a wholly owned subsidiary of GSD (the “Merger”).
Our board of directors has (i) approved and declared advisable the BCA, the Merger and the other transactions contemplated thereby and
(ii) resolved to recommend approval of the BCA and related transactions by our stockholders. The total consideration to be paid at closing
(the “Merger Consideration”) by GSD to DarkPulse security holders will be valued at $116,518,357.65. The Merger Consideration
will be payable in shares of GSD Common Stock, valued at $10.00 per share.
On August 8, 2023, we entered into Amendment No.
1 to the BCA pursuant to which the “Termination Date,” as defined in the BCA was amended from “August 9, 2023”
to “February 9, 2024.” No other changes were made to the BCA.
The transactions contemplated by the BCA, and
the other transactions contemplated by the other transaction documents contemplated by the BCA (collectively, the “Proposed Business
Combination”) will constitute a “Business Combination.” The Business Combination and the transactions contemplated
thereby were unanimously approved by the board of directors of the Company on December 14, 2022.
The Business Combination
The BCA provides, among other things, that Merger
Sub will merge with and into DarkPulse, with DarkPulse as the surviving company in the merger and, after giving effect to such merger,
DarkPulse shall be a wholly-owned subsidiary of GSD. GSD will continue to be named “Global System Dynamics, Inc.” and the
combined entity will trade under the symbol “DARK.”
In accordance with the terms and subject to the
conditions of the BCA, at the Effective Time, among other things: (i) each GSD Class A Share and each GSD Class B Share that is issued
and outstanding immediately prior to the Merger will become one share of common stock, par value $0.0001 per share, of GSD; (ii) by virtue
of the Merger and without any action on the part of any Party or any other Person, each share of DarkPulse Common Stock (other than shares
of DarkPulse Common Stock cancelled and extinguished pursuant to Section 2.1(a)(viii) of the BCA) issued and outstanding as of immediately
prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive that number of GSD
Class A Shares equal to the Merger Consideration; provided, however, that any DarkPulse shares that are Restricted Shares shall be converted
into restricted GSD Class A Shares, subject to the same vesting, transfer and other restrictions as the applicable Restricted Shares;
(iii) by virtue of the Merger and without any action on the part of any Party or any other Person, each share of capital stock of Merger
Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into
one share of common stock, par value $0.0001, of DarkPulse; (vi) Dennis O’Leary, Joseph Catalino, George Pappas, Geoff Mullins,
Wayne Bale and John Bartrum shall become the directors of GSD, Dennis O’Leary shall become the Chief Executive Officer of GSD and
of the surviving company, and J. Richard Iler shall become the Chief Financial Officer of GSD, each to hold office in accordance with
the governing documents of GSD until such director’s or officer’s successor is duly elected or appointed and qualified, or
until the earlier of their death, resignation or removal; (v) by virtue of the Merger and without any action on the part of any Party
or any other Person, each DarkPulse share held immediately prior to the Effective Time by DarkPulse as treasury stock shall be automatically
canceled and extinguished, and no consideration shall be paid with respect thereto.
The Business Combination is expected to close
in the first calendar quarter of 2024 but in no event later than February 9, 2024 (unless extended), following the receipt of the required
approval by the stockholders of DarkPulse and GSD, approval by the Nasdaq Stock Market (“Nasdaq”) of GSD’s initial
listing application filed in connection with the Business Combination, and the fulfillment of other customary closing conditions.
Representations and Warranties; Covenants
The parties to the BCA have agreed to customary
representations and warranties for transactions of this type. In addition, the parties to the BCA agreed to be bound by certain customary
covenants for transactions of this type, including, among others, covenants with respect to the conduct of the Company and its subsidiaries
during the period between execution of the BCA and the Closing. Each of the parties to the BCA has agreed to use its reasonable best efforts
to cause all actions and things necessary to consummate and expeditiously implement the Business Combination.
Conditions to Each Party’s Obligations
Under the BCA, the obligations of the parties
to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties,
including, without limitation: (i) the applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
and the rules and regulations promulgated thereunder relating to the Business Combination having expired or been terminated and any other
required regulatory approvals applicable to the transactions contemplated by the BCA having been obtained and remaining in full force
and effect; (ii) all the DarkPulse Preferred Stock being converted to DarkPulse Common Stock prior to the Effective Time; (iii) no order
or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the
consummation of the transactions contemplated by the Business Combination being in effect; (iv) the registration statement on Form S-4
containing the joint proxy statement/prospectus filed by DarkPulse and GSD relating to the BCA and the Merger (the “Registration
Statement”) becoming effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities
Act”), no stop order being issued by the SEC and remaining in effect with respect to the Registration Statement, and no proceeding
seeking such a stop order being threatened or initiated by the SEC and remaining pending; (v) GSD’s initial listing application
with Nasdaq in connection with the Business Combination having been approved; (vi) GSD’s Board consisting of the number of directors,
and comprising the individuals, determined pursuant to the BCA; (vii) the approval and adoption of the BCA and the transactions contemplated
thereby by the requisite vote of the DarkPulse’s stockholders; (viii) the approval and adoption of the BCA and the transactions
contemplated thereby by the requisite vote of GSD’s stockholders; (ix) after giving effect to the transactions contemplated
(including the PIPE Financing), GSD has at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1)
of the Exchange Act of 1934, as amended (the “Exchange Act”)) immediately after the Effective Time; (x) the absence
of a DarkPulse Material Adverse Effect since the date of the BCA that is continuing, and (xi) the absence of a GSD Material Adverse Effect
since the date of the BCA that is continuing.
Termination
The BCA may be terminated under certain customary
and limited circumstances at any time prior to the Closing, including, without limitation, (i) by the mutual written consent of GSD and
DarkPulse; (ii) by GSD, subject to certain exceptions, if any of the representations or warranties made by DarkPulse are not true and
correct or if DarkPulse fails to perform any of its covenants or agreements under the BCA (including an obligation to consummate the Closing)
such that certain conditions to the obligations of GSD could not be satisfied and the breach (or breaches) of such representations or
warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier
of (A) 30 days after written notice thereof, and (B) February 9, 2024 (the “Termination Date”); (iii) by DarkPulse,
subject to certain exceptions, if any of the representations or warranties made by us are not true and correct or if GSD fails to perform
any of GSD’s covenants or agreements under the BCA (including an obligation to consummate the Closing) such that the condition to
the obligations of DarkPulse could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or
failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (A) 30 days after written
notice thereof, and (B) the Termination Date iv) by either GSD or DarkPulse, if the Closing does not occur on or prior to the Termination
Date, unless the breach of any covenants or obligations under the BCA by the party seeking to terminate proximately caused the failure
to consummate the transactions contemplated by the BCA; (v) by either GSD or DarkPulse, if (A) any governmental entity shall have issued
an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the BCA
and such order or other action shall have become final and non-appealable; or (B) if the required DarkPulse or GSD stockholder consent
is not obtained; (vi) by GSD, if (A) DarkPulse does not deliver, or cause to be delivered to GSD a Transaction Support Agreement duly
executed by certain DarkPulse stockholders or (B) the DarkPulse stockholders meeting has been held, has concluded, DarkPulse stockholders
have duly voted, and DarkPulse stockholder approval was not obtained; (vii) by GSD should DarkPulse not deposit into the Trust Account
in a timely manner the funds necessary to extend the period for us to complete an initial business combination for an additional period
of six months from August 9, 2023, in accordance with, and as required pursuant to, the BCA; and (x) by GSD should: (A) Nasdaq not approve
the initial listing application for the combined company with Nasdaq in connection with the Business Combination; (B) the combined company
not have satisfied all applicable initial listing requirements of Nasdaq; or (C) the common stock of the combined company not have been
approved for listing on Nasdaq prior to the Closing Date.
In the event of the termination of this BCA, the
BCA will become void (and there will be no Liability or obligation on the part of the Parties and their respective Non-Party Affiliates)
with the exception of Section 5.3(a), this Section 7.2, Article VIII and Article I (to the extent
related to the termination), each of which will survive such termination and remain valid and binding obligations of the Parties.
The Stockholder Transaction Support Agreement
Concurrently with, or with respect to a certain
stockholder holding all of the shares of Series A Preferred Stock of DarkPulse, within a specified time after the signing of the BCA,
the “DarkPulse Stockholder” (collectively, the “Supporting Company Stockholder”) shall duly execute and
deliver to GSD a transaction support agreement pursuant to which, among other things, such Supporting DarkPulse Stockholder will agree
to, support and vote in favor of the BCA, the Ancillary Documents which DarkPulse is or will be a party and the transactions contemplated
thereby (including the Merger).
Our Business
We offer a full suite of engineering, installation
and security management solutions to industries and governments. Coupled with our patented BOTDA technology, we provide our customers
a comprehensive data stream of critical metrics for assessing the health and security of their infrastructure. Our comprehensive system
provides for rapid, precise analysis and responsive activities predetermined by the end-user customer. These responses include the
use of “smart” AI platformed cameras, facial recognition technologies and multiple drone platforms. Our User Interface (UI)
is cloud based which offers end-users access to their systems on any device located anywhere in the world. Additional programming of the
UI is being completed within a game engine that will also offer access via Virtual Reality headsets, allowing end-users to virtually inspection
their assets.
Historically, distributed sensor systems have
been too costly, slow and limited in their capabilities to attain widespread use. In addition, Brillouin-based sensors have been plagued
with temperature and strain cross-sensitivity, i.e. the inability to distinguish between temperature and strain change along the same
fiber. The loss of spatial resolution with an increase in fiber length has also limited the use of distributed sensor systems. Due to
these shortcomings, existing technologies are unable to succeed within today’s dynamic environments, and needs for more advanced
sensor technologies have remained unsatisfied.
By contrast to existing technologies, our BOTDA
technology is a distributed-fiber sensing system, based on dark-pulse Brillouin scattering, which reports in real-time on conditions
such as temperature, stress, strain corrosion and structural health monitoring of Critical Infrastructure/Key Resources including Bridges,
Buildings, Roadways pipelines and mining installations.
Our BOTDA technology’s differentiators from
and advantages over existing technologies:
|
· |
Real-time Reporting: Higher data acquisition speeds allowing for structural monitoring of dynamic systems; |
|
|
|
|
· |
Cost to Customer: Significantly lower acquisition and operating costs; |
|
|
|
|
· |
Precision: A greater magnitude of precision and spatial resolution than other systems currently available; |
|
|
|
|
· |
Applications: Wider range of capabilities than other systems currently available; |
|
|
|
|
· |
Power Consumption: Lower power consumption than existing systems allowing for off-grid installations; |
|
|
|
|
· |
Integration: Capable of integrating with existing systems; and |
|
|
|
|
· |
Central station monitoring/cloud based GUI. |
We believe that these key advantages should allow
us not only to enter existing markets, but more importantly, to open new market opportunities with new applications. We intend to leverage
new applications to target clients that have been unable to make use of distributed fiber optic technology to date.
Revenue
The Company’s revenues are generated primarily
from the sales of our services, which consist primarily of advanced technology solutions for integrated communications and security systems,
as well as habitat management. The Company’s sales of products are primarily generated from our TJM subsidiaries.
Our Market
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. Our BOTDA technology allows for the monitoring of highly dynamic environments due to its magnitude of increased resolution
and greater accuracy. The resulting high speed, real-time monitoring capabilities of our BOTDA technology should satisfy a broad range
of existing and emerging requirements. Use of our BOTDA technology by our customers should result in lower production costs with increased
sensing capabilities that can integrate with existing technology and be upgraded cost effectively.
Due to the characteristics of the fiber used in
fiber optic sensing, the uses of our BOTDA technology are wide ranging. Optical fiber is hard-wearing, which allows it to be used in environments
where other technologies fail (for example, at temperatures ranging from -40°C to 300°C and 1000psi). Additionally, our BOTDA
sensors allow for live sensing due to the speed at which the analysis takes place.
Our management team is continually identifying
markets in which our BOTDA technology may be readily applied. Once these markets (as described below) have been addressed, our technology
may be adapted and applied to new markets.
Structural Monitoring
|
· |
Buildings and Skyscrapers; |
|
|
|
|
· |
Bridges, Tunnels and Dams; and |
|
|
|
|
· |
Roads and Railway tracks. |
Temperature Sensing
|
· |
Fire Alarm and Environment control; |
|
|
|
|
· |
Low cost and maintenance; |
|
|
|
|
· |
Long life span; and |
|
|
|
|
· |
Ability to withstand harsh working environment. |
Security & Defense
|
· |
National Border Protection; and |
|
|
|
|
· |
Protection of Military and other sensitive installations. |
Consulting Services:
|
· |
Consulting (as stand-alone or presales); |
|
|
|
|
· |
Post sales deployment and Support; and |
|
|
|
|
· |
Managed services (monitoring, etc.). |
Additional Potential Markets:
|
· |
Monitoring of composite structures in aircraft; |
|
|
|
|
· |
Dynamic stress monitoring of runways; |
|
|
|
|
· |
Dynamic ship hull stress monitoring, especially with a view to double-hull oil tankers; |
|
|
|
|
· |
Smart grid and power conservation applications based on cooling and/or heat proximity – for instance, computer rooms, cell towers for heat soak; |
|
|
|
|
· |
Monitor low temperatures as part of control systems; |
|
|
|
|
· |
Monitoring of temperatures in extreme refrigeration environments; |
|
|
|
|
· |
Avalanche early warning systems; and |
|
|
|
|
· |
Sea defense monitoring. |
Marketing
We utilize our BOTDA technology as the foundation
of our ongoing marketing initiatives. Most notably, the greater magnitude of increased capabilities of our BOTDA technology versus existing
bright-pulsing technologies. Existing bright-pulse Brillouin-based sensors have historically been plagued with temperature and strain
cross-sensitivity, i.e. the inability to distinguish between temperature and strain change along the same fiber. The loss of spatial resolution
with an increase in fiber length is also a limiting factor for the use of distributed sensor systems. Because of these shortcomings, existing
bright-pulse Brillouin-based technologies are unable to succeed within today’s dynamic environments, which coincides with our BOTDA
technology’s increased capabilities over bright-pulse systems. Our marketing initiatives include daily, broad-based social media
engagement, management of our website, email campaigns, national television commercials, magazine ads, and other ongoing initiatives designed
to increase awareness of our products and services and drive conversion and adoption rates.
Competition
The overall optical
sensing market is projected to reach USD $3.47 billion by 2023 from USD $1.13 billion in 2016, at a CAGR of 15.47% between 2017 and 2023.1
We are active in the optical sensing market, including Oil & Gas pipeline health monitoring,
Infrastructure, National Border Security applications, and the mining industry. We believe that fiber sensing applications which incorporate
our BOTDA technology may provide significant competitive advantages over structural health monitoring applications offered by the long-term
leaders in the field, such as Schlumberger, Hewlett-Packard, and Yokogawa, which collectively account for a significant portion of industry
sales. These companies, as well as others, have numerous differences in feature sets and functionality, but all share certain basic attributes:
a bright-pulse technology as the core of their systems architecture. An architecture designed using bright-pulsing technology has limited
sensing capabilities and resolutions of one meter allowing for mostly long-term quasi-static deployments.
However, we utilize our BOTDA technology allowing
for multiple applications into those markets unavailable to companies using bright-pulse technology. While many of the companies using
bright-pulse technology have attempted to incorporate various sensing techniques into a legacy technology, none have been able to offer
the order of magnitude resolutions offered by our patented dark-pulse based BOTDA technology. This magnitude in resolution coupled with
our BOTDA technology’s increased data collection speeds allows our technology to be installed into areas of the market that our
competitors cannot. Our future financial condition and operating results depend on our ability to provide a high-quality solution as well
as increased distribution of the solutions in each of the markets in which we compete or intend to compete within.
The markets for our products and services are
highly competitive and we are confronted by aggressive competition. These markets are characterized by frequent product introductions
and rapid technological advances. Our financial condition and operating results can be adversely affected by these and other industry-wide
downward pressures on gross margins. Principal competitive factors important to us include price, product features, relative price and
performance, product quality and reliability, marketing and distribution capability, service and support and corporate reputation.
___________________
1
https://www.marketsandmarkets.com/Market-Reports/optical-sensing-market-197592599.html
Intellectual Property
Our policy is to protect our technology by, among
other things, patents, trade secret protection and copyrights. We have taken security measures to protect our trade secrets and proprietary
know-how, to the greatest extent possible. Our means of protecting our proprietary rights may not prove to be adequate and our competitors
may independently develop technology or products that are similar to ours or that compete with ours. Trade secret, patent and copyright
laws afford only certain protections for our technology and products. The laws of many countries do not protect our proprietary rights
to as great an extent as do the laws of the United States. Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to obtain and use information that we regard as proprietary. Third parties may also design around our proprietary rights,
which may render our protected technology and products less valuable, if the design around is favorably received in the marketplace.
In addition, any of our products or technology
covered by patents or other intellectual property rights, could cause us to be subject to various legal actions. Litigation may be necessary
to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights
of others, or to defend against claims of infringement, invalidity, misappropriation, or other claims.
Through DPTI’s April 2017 Intellectual Property
agreement with the University, DPTI was sold, transferred, and assigned U.S. Patent Nos. 7,245,790, 8,643,829, and 9,534,965, each of
which are related to our BOTDA dark-pulse technology. In addition, Canadian Patent No. 2,502,275 was also assigned.
Suppliers
We currently rely on a full-time, dedicated, external
team of experienced professionals for the coding and maintenance of our products. We believe we have mitigated the associated risks of
managing an external team of software and engineering development professionals by incorporating internal management and oversight, as
well as appropriate systems, protocols, controls, and procedures and ensuring that we have access to additional qualified professionals
to provide like or complementary services.
Government Regulation
Government regulation is not of significant concern
for our business nor is government regulation expected to become an impediment to the business in the near- or mid-term as management
is currently unaware of any planned or anticipated government regulation that would have a material impact on our business. Our management
believes it currently possesses all requisite authority to conduct our business as described in this Prospectus.
Employees
As of December 18, 2023, we had 21 full-time employees and
no part-time employees.
Legal Proceedings
Carebourn Capital, L.P. v. DarkPulse, Inc.
As disclosed in greater detail in the Company’s
Form 10-Q, filed November 15, 2023, the Company remains in active litigation with Carebourn Capital, L.P. (“Carebourn”) in
Minnesota State Court. The following discloses the material updates for this matter.
On November 17, 2023, the Minnesota State Court
ruled in the Company’s favor on its counterclaims against Carebourn and awarded damages for Carebourn’s violation of Minn.
Stat. § 80A.76(d) in the amount of $124,012.91, attorney’s fees in the amount of $239,923.33 and costs in the amount of
$23,757.24 (or a total award in the amount of $387,693.48).
The Company is currently waiting for the Minnesota
State Court to enter the final judgment, and the Company intends to collect the full amount of monetary relief awarded in its favor.
More Capital, LLC v. DarkPulse, Inc. et
al
As disclosed in greater detail in the Company’s
Form 10-Q, filed November 15, 2023, the Company remains in active litigation with More Capital, LLC (“More”) in Minnesota
State Court. The following discloses the material updates for this matter.
On December 11, 2023, the Minnesota State Court
ruled in the Company’s favor on its (a) affirmative defense set forth under Sections 15(a) and 29(b) of the Securities Exchange
Act of 1934 and (b) counterclaims set forth under the Minnesota Securities Act against Carebourn. Pursuant to the Minnesota State
Court’s decision, the securities contacts—consisting of a securities purchase agreement and convertible promissory note—have
been declared null, void and unenforceable, and the Company has been awarded damages for Carebourn’s violation of Minn. Stat. § 80A.76(d)
in the amount of $300,809.39, attorney’s fees in the amount of $111,029.00 and costs in the amount of $210.25 (or a total award
in the amount of $412,048.64).
The Company is currently waiting for the Minnesota
State Court to enter the final judgment, and the Company intends to collect the full amount of monetary relief awarded in its favor.
Carebourn Capital et al v. Standard Registrar
and Transfer et al
As disclosed in greater detail in the Company’s
Form 10-Q, filed November 15, 2023, the Company remains in active litigation with Carebourn Capital, L.P. and More Capital, LLC (together,
the “Noteholders”) in the United States District Court for the District of Utah. The following discloses the material updates
for this matter.
On or about December 4, 2023, the Utah Federal
Court granted the Noteholders’ Motion to Voluntarily Dismiss the action with prejudice and, thus, the Noteholders cannot renew this
action or bring these claims again.
The Company, however, is waiting for a decision
on its Motion for Sanctions against the Noteholders and their attorneys, which was fully submitted to the Utah Federal Court on November
30, 2023.
DarkPulse, Inc. v. FirstFire Global Opportunities
Fund, LLC, and Eli Fireman
As disclosed in greater detail in the Company’s
Form 10-Q, filed November 15, 2023, the Company remains in active litigation with FirstFire Global Opportunities Fund, LLC and Eli Fireman
(together, the “FirstFire Parties”). The following discloses the material updates for this matter.
Oral arguments are scheduled for the Company’s
appeal to the United States Court of Appeals for the Second Circuit (“Second Circuit”) are scheduled for Wednesday, December
13, 2023 in courtroom 1703 at 10:00 a.m. (EST). The oral argument can be livestreamed from the Second Circuit’s YouTube channel,
available at https://ww2.ca2.uscourts.gov/court.html.
The Company remains committed to actively litigating
its claims for relief under the Securities Exchange Act of 1934 and Racketeer Influenced and Corrupt Organizations Act.
DarkPulse, Inc. v. Brunson Chandler &
Jones, PLLC et al
As disclosed in greater detail in the Company’s
Form 10-Q, filed September 22, 2023, the Company remains in active litigation with Brunson Chandler & Jones, PLLC and Lance B. Brunson
(together, the “Brunson Parties”).
On or about December 6, 2023, the Company and
the Brunson Parties entered into a settlement agreement to resolve all claims and causes of action that could be asserted against each
other. As a result, the aforementioned litigation will be terminated in the near future upon full performance of the agreed to terms of
settlement.
DarkPulse, Inc., et al v. Crown Bridge Partners,
LLC, et al
As disclosed in greater detail in the Company’s
Form 10-Q, filed November 15, 2023, the Company—alongside two other plaintiffs, Social Life Network, Inc. and Redhawk Holdings Corp.
—remains in active litigation with Crown Bridge Partners, LLC, Soheil Ahdoot and Sepas Ahdoot (collectively, the “Crown Bridge
Defendants”). The following discloses the material updates for this matter.
On December 6, 2023, the United States Court of
Appeals for the Second Circuit placed the appeal against the Crown Bridge Defendants on the court’s expedited calendar and, thus,
the Company’s opening appeal memorandum of law is due on or before January 10, 2024.
The Company remains committed to actively litigating
its Racketeer Influenced and Corrupt Organizations Act claims against the Crown Bridge Defendants.
Benner et al v. DarkPulse, Inc. et al
As disclosed in greater detail in the Company’s
Form 10-Q, filed November 15, 2023, the Company and its CEO, Dennis O’Leary (together, the “DPLS Defendants”), remain
in active litigation with J. Merlin Benner, Phillip J. Benner, Benjamin P. Benner, Jonas M. Benner, and Angelica M. Benner (collectively,
the “Benner Parties”) in the United States District Court for the Southern District of Texas. The following discloses the
material updates for this matter.
On November 28, 2023, legal counsel for the Benner
Parties filed a Motion to Withdraw as Counsel of Record (“Withdrawal Motion”). The Withdrawal Motion claims that the Benner
Parties have failed to pay their attorney’s fees timely and, therefore, their counsel should be permitted to withdraw from the litigation.
The DPLS Defendants have opposed the Withdrawal
Motion due to the fact that the Benner Parties’ responses to the DPLS Parties’ initial discovery requests are due on or before
December 14, 2023 and, thus, allowing legal counsel for the Benner Parties to withdraw at this time would delay and disrupt the action.
The Company is currently waiting for legal counsel
for the Benner Parties to file their reply memorandum of law in support of the Withdrawal Motion.
The Company remains committed to vigorously defending
itself against the Benner Parties’ claims.
DarkPulse, Inc. v. EMA Financial, LLC et
al
As disclosed in greater detail in the Company’s
Form 10-Q, filed November 15, 2023, the Company settled a dispute with EMA Financial, LLC, EMA Group, Inc. and Felicia Preston. There
are no material updates for this matter, and the Company does not intend to make any further disclosures about this matter.
Goodman et al. v. DarkPulse, Inc.
As disclosed in greater detail in the Company’s
Form 10-Q, filed November 15, 2023, the Company settled a dispute with Stephen Goodman, Mark Banash, and David Singer. There are no material
updates for this matter, and the Company does not intend to make any further disclosures about this matter.
GS Capital Partners, LLC v. DarkPulse, Inc.
As disclosed in greater detail in the Company’s
Form 10-Q, filed November 15, 2023, the Company settled a dispute with GS Capital Partners, LLC (“GS Capital”). There are
no material updates for this matter, and the Company does not intend to make any further disclosures about this matter.
DarkPulse, Inc. v. Twitter, Inc.
As disclosed in greater detail in the Company’s
Form 10-Q, filed November 15, 2023, the Company is actively investigating potential claims against the @MIKEWOOD and @BullMeechum3 Twitter
accounts. There are no material updates to this matter, and the Company does not intend to make any further disclosures about this matter.
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.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS
Executive Officers and Directors
The following table sets forth the name, age, and position of each
executive officer and director of the Company:
Director's Name |
|
Age |
|
Position |
Dennis O’Leary |
|
61 |
|
Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Secretary & Treasurer |
|
|
|
|
|
Dr. Anthony Brown |
|
49 |
|
Director |
|
|
|
|
|
Craig Atkin |
|
40 |
|
Director and Chief Commercial Officer of Optilan |
Dennis M. O’Leary, Chairman, CEO, President,
CFO. Mr. O’Leary was appointed as the DarkPulse’s Chief Executive Officer, President, Chief Financial Officer and Chairman
of the Board in April 2018. Mr. O’Leary is a serial entrepreneur with significant international experience having founded Sulu Electric
Power and Light Corp (Philippines), a firm with expertise in utility scale power generation and solar energy. In 2010, Mr. O’Leary
co-founded DarkPulse Technologies Inc., a wholly-owned subsidiary of DarkPulse, which is developing specialized devices that monitor activities
along national borders and provide structural health and safety monitoring of oil and gas pipelines. He holds extensive start-up experience
including multiple exit strategies. Mr. O’Leary is an Ambassador for the Province of New Brunswick, Canada, and a Research Member
of the NATO Science and Technology Organization. He served as a member of the Board at Arizona State University’s School of Engineering,
Global Resolve as Chair of the Impact Committee. His previous employment includes the NYPD where he worked as a member of the Manhattan
North Tactical Narcotics Team, which prosecuted establishments involved in the illegal distribution of narcotics. He was a member of a
joint taskforce working with the DEA and USINS in the execution of warrants related to narcotics trafficking. While at the NYPD, he was
assigned to the Department of Justice as a member of the FBI’s investigative team with internal designation C14. He is a licensed
private pilot with turbine experience. Mr. O’Leary was appointed as a Director due to his extensive experience in the industries
in which DarkPulse operates. Mr. O’Leary is not, and has not been during the past five years, the director of any other public companies.
Dr. Anthony Brown, Director. Dr. Brown
has served as a Director of DarkPulse since April 2019. He is a physicist and scientist with extensive experience in the development of
Brillouin scattering-based distributed fiber optic sensing. In 2010, Dr. Brown co-founded DarkPulse Technologies, Inc., a wholly-owned
subsidiary of DarkPulse. Dr. Brown has more than 25 years of research and lecturing experience gained at the University of New Brunswick
(“UNB”), focusing primarily on the development of Brillouin scattering-based distributed fiber optic sensor technology.
From 2001 to 2012, Dr. Brown served as an assistant professor and research associate at UNB. During Dr. Brown’s tenure at UNB, he
was instrumental in developing numerous patents in the field of fiber optic sensing. From 2012 to 2015, Dr. Brown served as an Adjunct
Professor at UNB. From 2013 through the present, Dr. Brown has served as a data scientist for Xplornet Communications, Inc. From 2018
through the present, Dr. Brown has served as a consultant for DarkPulse. Dr. Brown received a Bachelor of Science degree in Physics from
UNB in 1995, and a PhD in Physics from UNB in 2001. Dr. Brown was appointed as a Director due to his extensive experience in the development
of Brillouin scattering-based distributed fiber optic sensing. Dr. Brown is not, and has not been during the past five years, the director
of any other public companies.
Craig Atkin, Director. Mr. Atkin has served
as a Director of DarkPulse since June 2023. He is also the Chief Commercial Officer of Optilan. Mr. Atkin has an engineering background
with a first class honours degree in Electrical/Electronic Engineering and a Master’s Degree in Project Management. With over 20
years’ experience across energy, security, communications and technology sectors in both operational and leadership roles. His previous
role was the management of two power stations within the UK for a multinational energy company. Mr. Atkin has also worked in conventional,
renewable and offshore wind environments. He is experienced working and leading international teams and large scale projects. Mr. Atkin
is commercially-experienced across contract setup and negotiation, M&A and operational works. Mr. Atkin was appointed as a Director
due to his experience with Optilan. Mr. Atkin is not, and has not been during the past five years, the director of any other public companies.
Jason Keith, Former CEO, Optilan –
On July 4, 2023, Optilan (UK) received an official letter that all employees’ contracts were terminated as of June 28, 2023. At
that time Mr. Keith’s tenure as CEO of Optilan expired.
Legal Proceedings
Besides the disclosure below, during the past
ten years there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees
material to the evaluation of the ability and integrity of any of our directors or executive officers, and none of these persons has been
involved in any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any
business entity, any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or
insurance laws or regulations, or any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other
self-regulatory organization.
Liquidation/winding up of Optilan (UK) Limited
On May 3, 2023, Eversheds Sutherland (International)
LLP, a creditor of Optilan (UK) Limited, filed a petition to wind up (“Winding up Petition”) Optilan (UK) Limited,
a wholly owned subsidiary of the Company’s Subsidiary, Optilan HoldCo 3 Limited, and the matter was due to be heard in the Portsmouth
Combined Court Centre on June 28, 2023.
On June 28, 2023, the High Court of Justice in
the United Kingdom issued a winding-up order for the liquidation and winding up of the affairs of Optilan (UK) Limited (“Optilan
Liquidation”). In conjunction with the order, the court appointed the Official Receiver’s Office (“OR”) to
take the appointment as liquidator of Optilan (UK) Limited and take control of Optilan (UK) Limited’s assets.
At the same time the court appointed the OR to
take the appointment as liquidator of Optilan (UK) Limited. The OR has taken control of Optilan (UK) Limited’s assets. To date the
ORs Office has initiated contact with Optilan but we still wait to receive details of the individual who will be taking the role of OR.
On July 3, 2023, Optilan (UK) Limited received
a letter from The Insolvency Service, an executive agency sponsored by the Department for Business and Trade located in the U.K. Pursuant
to the letter of The Insolvency Services, the Company was required to provide information relating to Optilan (UK) Limited to the Official
Receiver’s Office (a government body of Plymouth, the United Kingdom) and attend an interview with staff of the Official Receiver’s
Office to review the prospect of recovering the assets of Optilan (UK) Limited for the benefit of creditors. The interview was scheduled
for July 18, 2023.
On July 18, 2023, the interview was held between
the Official Receiver’s Office (“OR”) and the CEO at time of dissolution. The OR office requested a list of assets,
bank account information and amounts along with any contracts held by Optilan (UK) Limited to begin the liquidation process.
On August 9, 2023, Evelyn Partners was appointed Joint Liquidator.
We are an unsecured creditor of Optilan (UK) Limited
and are at risk of losing any repayment of obligations due from Optilan (UK) Limited because there are several intercompany relationships
between the Company and Optilan (UK) Limited, the financial impact of any future claims and liabilities may not be known for several months.
We have approximately $19.4 million intercompany payables due from Optilan (UK), which will increase our liabilities for any obligations
not repaid. We expect the remaining assets held by Optilan (UK) Limited to be fully impaired and reported as Loss on Deconsolidation during
the second quarter of 2023 as a result of the winding-up order for liquidation. We are still evaluating the full effects of the winding-up
order for liquidation and the material adverse effects it will have on our continued operations and ability to meet future obligations.
Family Relationships
There are no family relationships between any
of our directors and executive officers.
Audit Committee
We currently do not have a functioning Audit Committee.
Our management is currently reviewing our SEC filings and relying on outside experts to assist with this process.
EXECUTIVE COMPENSATION
Summary Compensation for Named Executive Officers
The following table shows the executive compensation
paid to our named executive officers for the years ended December 31, 2022 and 2021.
Name and Principal Position |
|
Year Ended
Dec 31, |
|
|
Salary |
|
|
All Other Compensation |
|
|
Total |
|
Dennis O’Leary |
|
2022 |
|
|
$ |
285,000 |
|
|
$ |
– |
|
|
$ |
285,000 |
|
Chairman/CEO and Director |
|
2021 |
|
|
$ |
60,000 |
|
|
$ |
60,000 |
|
|
$ |
60,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bill Bayliss |
|
2022 |
|
|
$ |
250,000 |
|
|
$ |
19,000 |
|
|
$ |
269,000 |
|
CEO, Optilan(2) |
|
2021 |
|
|
$ |
343,918 |
|
|
$ |
68,782 |
|
|
$ |
412,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Keith |
|
2022 |
|
|
$ |
186,000 |
|
|
$ |
62,700 |
|
|
$ |
248,700 |
|
CEO, Optilan(2) |
|
2021 |
|
|
$ |
212,350 |
|
|
$ |
14,813 |
|
|
$ |
227,163 |
|
|
(1) |
On June 24, 2022, Mr. O’Leary was awarded 100 shares of Series A Preferred Stock. Since the shares have no voluntary conversion feature, they are deemed to have no monetary value. |
|
|
|
|
(2) |
In April 2022, Mr. Bayliss was removed as CEO and Mr. Keith was appointed as CEO in May 2022. |
O’Leary Employment Agreement
On June 22, 2022, our Board of Directors, with
Dennis O’Leary abstaining, approved the Employment Agreement dated effective April 1, 2022 with Mr. O’Leary, our Chief Executive
Officer. The term of the agreement is three years from the April 1, 2022, subject to termination. The agreement may be terminated upon
the death or disability of Mr. O’Leary or for “Cause,” as defined in the agreement. Pursuant to the agreement, Mr. O’Leary
is entitled to an annual salary of $300,000, which may accrue and be paid once we have available funds. Any accrued and unpaid base salary
may also be converted subject to mutual agreement of the Company and Mr. O’Leary. Also, pursuant to the agreement, Mr. O’Leary
was issued 100 shares of Series A Super Voting Preferred Stock.
Summary Compensation for Directors
The following table shows the executive compensation
paid to our directors (excluding named executive officers) for the year ended December 31, 2022.
Name and Principal Position | |
Salary | | |
Total | |
Dr. Anthony Brown, Director | |
$ | – | | |
$ | – | |
Carl Eckel, Director | |
$ | 240,000 | | |
$ | 240,000 | |
Equity Awards
As of December 31, 2022, there were no outstanding
equity awards.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The table below sets forth information as to our
directors, named executive officers, and executive officers and each person owning of record or was known by the Company to own beneficially
shares of stock greater than 5% of the 7,816,017,276 (7,815,929,041 common plus 88,235 preferred) shares as of December 18, 2023. The
table includes preferred stock that is convertible into common stock and information as to the ownership of the Company's Stock by each
of its directors, named executive officers, and executive officers and by the directors and executive officers as a group. There were
no stock options outstanding as of December 18, 2023. Except as otherwise indicated, all shares are owned directly, and the persons named
in the table have sole voting and investment power with respect to shares shown as beneficially owned by them. The address for each of
our directors, named executive officers, and executive officers is 815 Walker Street, Suite 1155, Houston, Texas 77002.
Name and Position |
Shares of
Common Stock
Owned |
Shares of
Series D
Preferred Stock
Owned(1) |
Amount and Nature of
Beneficial
Ownership(2) |
Percentage of
Beneficial
Ownership |
Dennis O’Leary, CEO and Director |
– |
67,647 |
135,294 |
* |
Dr. Anthony Brown, Director |
– |
5,882 |
11,764 |
* |
Craig Atkin, Director |
– |
– |
– |
– |
Bill Bayliss, CEO, Optilan |
– |
– |
– |
– |
Total named executive officers, executive officers, and directors (four persons) |
– |
73,529 |
147,058 |
* |
*Less than 1%
|
(1) |
Each share of Series D Preferred Stock is convertible, at the option of the holder, into two shares of our Common Stock. |
|
|
|
|
(2) |
Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this prospectus. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
Except as disclosed below, for transactions with
our executive officers and directors, please see the disclosure under “EXECUTIVE COMPENSATION” above.
Director Independence
We are not currently subject to listing requirements
of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors
be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority
of “independent directors.”
We currently have not established any committees
of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees
in the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to
the consideration of any director candidates recommended by security holders. To date, other than as described above, no security holders
have made any such recommendations. The entire Board of Directors performs all functions that would otherwise be performed by committees.
Given the present size of our board it is not practical for us to have committees. If we are able to grow our business and increase our
operations, we intend to expand the size of our board and allocate responsibilities accordingly.
DESCRIPTION OF SECURITIES
We have authorized capital stock consisting of
the following. The total number of shares of capital stock which the Company has the authority to issue is: 20,002,000,000. These shares
shall be divided into two classes with 20,000,000,000 shares designated as common stock at $0.0001 par value (the “Common Stock”)
and 2,000,000 shares designated as preferred stock at $0.01 par value (the “Preferred Stock”).The Preferred Stock of
the Company is issuable by authority of the Board of Director(s) of the Company in one or more classes or one or more series within any
class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences,
limitations or restrictions as our Board of Directors may determine, from time to time. We have 7,815,929,041 common shares and 88,235
preferred shares outstanding as of the date of this prospectus.
Common Stock
Our Certificate of Incorporation authorize us
to issue 20,000,000,000 shares of common stock, par value $0.0001 per share. The holders of outstanding common shares are entitled to
receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board
from time to time may determine. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote
of stockholders. There is no cumulative voting of the election of directors then standing for election. The common shares are not entitled
to pre-emptive rights and are not subject to conversion or redemption. Upon liquidation, dissolution or winding up of the Company, the
assets legally available for distribution to stockholders are distributable ratably among the holders of the common shares after payment
of liquidation preferences, if any, on any outstanding payment of other claims of creditors. Each outstanding common share is duly and
validly issued, fully paid and non-assessable.
Preferred Stock
Our Certificate of Incorporation authorize us
to issue 2,000,000 shares of preferred stock, par value $0.01 per share. Our Board of Directors has the authority to issue additional
shares of preferred stock in one or more series, and fix for each series, the designation of and number of shares to be included in each
such series. Our Board of Directors is also authorized to set the powers, privileges, preferences, and relative participating, optional
or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions of the shares of each such
series.
Unless our Board of Directors provides otherwise,
the shares of all series of preferred stock will rank on parity with respect to the payment of dividends and to the distribution of assets
upon liquidation. Any issuance by us of shares of our preferred stock may have the effect of delaying, deferring or preventing a change
of our control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings and
assets available for distribution to the holders of common stock or could adversely affect the rights and powers, including voting rights,
of the holders of common stock.
On July 12, 2018, we filed a Certificate of Designation
with the State of Delaware amending the designation of its previously designated “Class D Voting Preferred Stock,” designating
100,000 shares of the Company’s preferred stock as “Series D Preferred Stock.” As of July 18, 2018, all shares of the
Company’s Class A Voting Preferred Stock, Class B Voting Preferred Stock, and Class C Voting Preferred Stock had been returned to
the Company and cancelled. There are presently 88,235 shares of Series D Preferred Stock outstanding.
On December 23, 2021, we amended the Certificate
of Designation for the Series D Preferred Stock. Pursuant to the amendment, Section 4 was changed to the following:
|
4. |
Conversion. Each share of Series D Stock shall be convertible, at the sole and exclusive election of the holder of such share of Series D Preferred Stock, into two (2) shares of Common Stock of the Corporation. |
Each share of Series D Preferred Stock entitles
the holder to 6,000 votes on all matters submitted to a vote of our stockholders and is convertible at the election of the holder into
two shares of Common Stock.
Stock Options
We currently have no outstanding stock options.
Dividend Policy
We have never declared a cash dividend on our
common stock and our Board of Directors does not anticipate that we will pay cash dividends in the foreseeable future. Any future determination
to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results,
capital requirements, restrictions contained in our agreements and other factors which our Board of Directors deems relevant.
Transfer Agent
We have appointed Standard Registrar and Transfer
Company, 440 East 400 South, Suite 200, Salt Lake City, UT 84111, to act as transfer agent for the common stock.
Anti-Takeover Effects of Delaware Law, Our
Certificate of Incorporation and Bylaws
Certain provisions of our charter documents and
Delaware law could have an anti-takeover effect and could delay, discourage or prevent a tender offer or takeover attempt that a stockholder
might consider to be in its best interests, including attempts that might otherwise result in a premium being paid over the market price
of our common stock.
Charter and Bylaws
Our Certificate of Incorporation and Bylaws contain
provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of
our board of directors, including, among other things:
|
· |
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
|
· |
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
|
· |
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; |
|
· |
the requirement that a special meeting of stockholders may be called only by a majority vote of our board of directors or by stockholders holding shares of our common stock representing in the aggregate a majority of votes then outstanding, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and |
|
|
the ability of our board of directors, by majority vote, to amend our bylaws, which may allow our board of directors to take additional actions to prevent a hostile acquisition and inhibit the ability of an acquirer to amend our by-laws to facilitate a hostile acquisition. |
Delaware Anti-Takeover Statute
Under Section 203 of the General Corporation Law
of the State of Delaware (the “DGCL”), a corporation may not, in general, engage in a business combination with any
holder of 15% or more of its capital stock unless the holder has held the stock for three years or (i) our board of directors approves
the transaction prior to the stockholder acquiring the 15% ownership position, (ii) upon consummation of the transaction that resulted
in the stockholder acquiring the 15% ownership position, the stockholder owns at least 85% of the outstanding voting stock (excluding
shares owned by directors or officers and shares owned by certain employee stock plans) or (iii) the transaction is approved by the board
of directors and by the stockholders at an annual or special meeting by a vote of 66 2/3% of the outstanding voting stock (excluding shares
held or controlled by the interested stockholder). In general, Section 203 defines an interested stockholder as any entity or person beneficially
owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled
by any such entity or person.
A Delaware corporation may opt out of this provision
by express provision in its original certificate of incorporation or by amendment to its certificate of incorporation or by-laws approved
by its stockholders. We have opted out of Section 203.
Authorized but Unissued Shares
Our authorized but unissued shares of Common Stock
and Preferred Stock will be available for future issuance without stockholder approval, except as may be required under the listing rules
of any stock exchange on which our Common Stock is then listed. We may use additional shares for a variety of corporate purposes, including
future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but
unissued shares of Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of us by means
of a proxy contest, tender offer, merger or otherwise.
Limitations on Liability and Indemnification
of Officers and Directors
Under our Certificate of Incorporation, our directors
have no personal liability to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any
breach of the duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL as it may from time to time be amended or any successor
provision thereto, or (iv) for any transaction from which a director derives an improper personal benefit.
PLAN OF DISTRIBUTION
The common stock offered by this prospectus is
being offering by the Selling Security Holder. The common stock may be sold or distributed from time to time by the Selling Share Holder
directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market price prevailing
at the time of sale, at prices related to the prevailing market prices, at negotiated prices , or at fixed prices, which may be changed
.. The Selling Security Holder may use any one or more of the following methods when selling securities:
|
· |
ordinary brokers’ transactions; |
|
· |
transactions involving cross or block trades; |
|
· |
through brokers, dealers, or underwriters may act solely as agents; |
|
· |
“at the market” into an existing market for the common stock; |
|
· |
in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; |
|
· |
in privately negotiated transactions; or |
|
· |
any combination of the foregoing. |
In order to comply with the securities laws of
certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain
states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s
registration or qualification requirement is available and complied with.
The Selling Security Holder is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act.
GHS has informed us that it intends to use an
unaffiliated broker-dealer to effectuate all sales, if any, of the common stock that it may purchase from us pursuant to the EFA. Such
sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated
broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. GHS has informed us that each such
broker-dealer will receive commissions from GHS that will not exceed customary brokerage commissions.
Brokers, dealers, underwriters or agents participating
in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from the Selling
Security Holder and/or purchasers of the common stock for whom the broker-dealers may act as agent. The compensation paid to a particular
broker-dealer may be less than or in excess of customary commissions. Neither we nor GHS can presently estimate the amount of compensation
that any agent will receive.
We know of no existing arrangements between GHS
or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares offered by this prospectus.
At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names
of any agents, underwriters or dealers and any compensation from the Selling Security Holder, and any other required information.
We will pay the expenses incident to the registration,
offering, and sale of the shares to GHS. We have agreed to indemnify GHS and certain other persons against certain liabilities in connection
with the offering of shares of common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity
is unavailable, to contribute amounts required to be paid in respect of such liabilities. GHS has agreed to indemnify us against liabilities
under the Securities Act that may arise from certain written information furnished to us by GHS specifically for use in this prospectus
or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.
GHS has represented to us that at no time prior
to the EFA has GHS or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly,
any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction
, which establishes a net short position with respect to our common stock. GHS agreed that during the term of the EFA, it, its agents,
representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.
We have advised GHS that it is required to comply
with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated
purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to
induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.
Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution
of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.
This offering will terminate on the date that
all shares offered by this prospectus have been sold by GHS or November 9, 2023, whichever occurs sooner.
Our common stock is quoted on the OTC Markets
under the symbol “DPLS.”
The Selling Security Holder is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act.
The Selling Security Holder and any broker-dealers
or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale
of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Security
Holder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to
distribute the securities.
Because the Selling Security Holder is deemed
to be an “underwriter” within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements
of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Security Holder has advised
us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling
Security Holder.
We agreed to keep this prospectus effective until
the earlier of (i) the date on which the securities may be resold by the Selling Security Holder without registration and without regard
to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current
public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities
have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities
will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in
certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the
Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities
with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.
In addition, the Selling Security Holder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,
including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Security Holder or any other
person. We will make copies of this prospectus available to the Selling Security Holder and have informed the Selling Security Holder
of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule
172 under the Securities Act).
SHARES ELIGIBLE FOR FUTURE SALE
The sale of a substantial number of shares of
our Common Stock, or the perception that such sales could occur, could adversely affect prevailing market prices for our Common Stock.
In addition, any such sale or perception could make it more difficult for us to sell equity, or equity related, securities in the future
at a time and price that we deem appropriate. If and when this Registration Statement becomes effective, we might elect to adopt a stock
option plan and file a Registration Statement under the Securities Act registering the shares of Common Stock reserved for issuance thereunder.
Following the effectiveness of any such Registration Statement, the shares of Common Stock issued under such plan, other than shares held
by affiliates, if any, would be immediately eligible for resale in the public market without restriction.
The sale of shares of our Common Stock which are
not registered under the Securities Act, known as “restricted” shares, typically are effected under Rule 144. As of December
__, 2023, we had outstanding an aggregate of 7,815,929,041 shares of Common Stock of which approximately 613,746,802 shares are restricted
Common Stock. All our shares of Common Stock might be sold under Rule 144 after having been held for six months. No prediction can be
made as to the effect, if any, that future sales of “restricted” shares of our Common Stock, or the availability of such shares
for future sale, will have on the market price of our Common Stock or our ability to raise capital through an offering of our equity securities.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY
COMPENSATION PLANS
As of December 31, 2022, the Company had no securities
authorized for issuance under equity compensation plans either approved or not approved by the Company’s shareholders.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Dismissal/Resignation of Principal Independent
Accountants
Boyle CPA
On January 24, 2022, we informed Boyle CPA, the
Company’s independent registered public accounting firm (“Boyle”), of our decision (approved by the Board of
Directors) to dismiss Boyle as our independent registered public accounting firm effective as of January 24, 2022. Boyle was not dismissed
for any cause.
None of the reports of Boyle on our financial
statements for the year ended December 31, 2020 contained an adverse opinion or disclaimer of opinion, or was qualified or modified as
to uncertainty, audit scope or accounting principles, other than all such reports contained statements indicating there is substantial
doubt about our ability to continue as a going concern.
There were no disagreements between the Company
and Boyle, for the fiscal year ended December 31, 2020 and any subsequent interim period through January 24, 2022 (date of dismissal)
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved
to the satisfaction of Boyle, would have caused them to make reference to the subject matter of the disagreement in connection with its
report.
Urish Popeck & Co., LLC
On December 28, 2022, Urish Popeck & Co.,
LLC (“Urish”), informed the Company, that it would be terminating its engagement with the Company as of December 28,
2022.
None of the reports of Urish, on the Company's
financial statements for the past year or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified
or modified as to uncertainty, audit scope or accounting principles, except that Urish’s report dated April 15, 2022 included an
emphasis of matter for going concern.
There were no disagreements between the Company
and Urish, for the most recent fiscal year ended December 31, 2021 and any subsequent interim period through the Effective Date on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of Urish, would have caused them to make reference to the subject matter of the disagreement in connection with its report.
Further, Urish has not advised the Company that:
|
1) |
information has come to the attention of Urish which made it unwilling to rely upon management's representations, or made it unwilling to be associated with the financial statements prepared by management; or |
|
2) |
the scope of the audit should be expanded significantly, or information has come to the attention of Urish that they have concluded will, or if further investigated, might materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal year ended December 31, 2021. |
Mazars USA LLP
On July 28, 2023, we dismissed Mazars USA LLP
(“Mazars”) as the Company’s independent registered public accounting firm. The dismissal was approved by the
Company’s board of directors.
None of the reports of Mazars, on the Company's
financial statements for the past year contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scope or accounting principles, except that Mazars’ report dated June 23, 2023 included an emphasis of matter for substantial
doubt about the Company’s ability to continue as a going concern.
There were no disagreements between the Company
and Mazars, for the most recent fiscal year ended December 31, 2022 and any subsequent interim period through the Effective Date on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of Mazars, would have caused them to make reference to the subject matter of the disagreement in connection with its
report. Further, Mazars has not advised the Company that:
|
1) |
information has come to the attention of Mazars which made it unwilling to rely upon management's representations, or made it unwilling to be associated with the financial statements prepared by management; or |
|
2) |
the scope of the audit should be expanded significantly, or information has come to the attention of Mazars that they have concluded will, or if further investigated, might materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal year ended December 31, 2022. |
Engagement of New Principal Independent
Accountant
Urish Popeck & Co., LLC
On January 24, 2022, we engaged Urish as our independent
registered public accounting firm for the year ended December 31, 2021.
During our two most recent fiscal years, and any
subsequent interim period prior to engaging Urish, neither we nor anyone on our behalf consulted Urish regarding either: (i) the application
of accounting principles to a specified transaction regarding the Company, either completed or proposed; or the type of audit opinion
that might be rendered on our financial statements; or (ii) any matter regarding the Company that was either the subject of a disagreement
or a reportable event.
Mazars USA LLP
On February 6, 2023, we engaged Mazars to serve
as the Company’s independent registered public accounting firm for the year ended December 31, 2022. During the past two fiscal
years ended December 31, 2022 and 2021, and from December 31, 2022 to February 6, 2023, the Company did not consult with Mazars regarding
the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might
be rendered on the Company’s financial statements. The decision to engage Mazars was approved by the Company’s board of directors
on February 6, 2023.
Fruci & Associates II, PLLC
On July 31, 2023, the Company engaged Fruci &
Associates II, PLLC (“Fruci”) to serve as the Company’s independent registered public accounting firm for the
year ending December 31, 2023. During the past two fiscal years ended December 31, 2022 and 2021, and from December 31, 2022 to July 31,
2023, the Company did not consult with Fruci regarding the application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the Company’s financial statements. The decision to engage Fruci
was approved by the Company’s board of directors on July 31, 2023.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
OF SECURITIES ACT LIABILITIES
We have entered into indemnification agreements
with each of our directors, executive officers and other key employees. The indemnification agreements will require us to indemnify our
directors to the fullest extent permitted by Delaware law. We have agreed to indemnify each of our directors and certain officers against
certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or
paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
LEGAL MATTERS
The legality of the issuance of the shares of
Common Stock offered by this Prospectus will be passed upon for us by Business Legal Advisors, LLC of Draper, Utah.
EXPERTS
No expert or counsel named in this prospectus
as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered
or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or
had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents
or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer, or employee.
The financial statements of DarkPulse, Inc. as
of December 31, 2021, which include an explanatory paragraph relating to our ability to continue as a going concern, included in this
Prospectus have been audited by Urish Popeck & Co., LLC, an independent auditor, as stated in their report appearing herein. Such
financial statements have been so included in reliance upon the reports of such firm given its authority as experts in accounting and
auditing.
The financial statements of DarkPulse, Inc. as
of December 31, 2022, which include an explanatory paragraph relating to our ability to continue as a going concern, included in this
Prospectus have been audited by Mazars, an independent auditor, as stated in their report appearing herein. Such financial statements
have been so included in reliance upon the reports of such firm given its authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form
S-1 under the Securities Act (SEC File No. 333-____) relating to the shares of common stock being offered by this prospectus, and reference
is made to such registration statement. This prospectus constitutes the prospectus of DarkPulse, Inc., filed as part of the registration
statement, and it does not contain all information in the registration statement, as certain portions have been omitted in accordance
with the rules and regulations of the SEC.
Upon the effective date of the registration statement
of which this prospectus is a part, we will be required to file reports and other documents with the SEC. We do not presently intend to
voluntarily furnish you with a copy of our Prospectus. You may read and copy any materials we file with the SEC at the public reference
room of the SEC at 100 F Street, NE., Washington, DC 20549, between the hours of 10:00 a.m. and 3:00 p.m., except federal holidays and
official closings, at the Public Reference Room. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Our SEC filings are also available to you on the Internet website for the SEC at http://www.sec.gov.
INDEX TO FINANCIAL STATEMENTS
As of September 30, 2023 and 2022
and for the Three- and Nine-Months Ended September
30, 2023 and 2022
(Unaudited)
As of December 31, 2022 and 2021
and for the Years Ended December 31, 2022 and
2021
DarkPulse,
Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
| |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
| Unaudited | | |
| Audited | |
ASSETS | |
| | | |
| | |
CURRENT ASSETS: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 64,892 | | |
$ | 2,060,332 | |
Accounts receivable, net | |
| 96,287 | | |
| 2,952,293 | |
Inventory | |
| 32,077 | | |
| 23,825 | |
Contract assets | |
| – | | |
| 1,439,844 | |
Due from related party | |
| 948,362 | | |
| 318,025 | |
Prepaid expenses and other current
assets | |
| 154,414 | | |
| 180,530 | |
TOTAL CURRENT ASSETS | |
| 1,296,033 | | |
| 6,974,849 | |
| |
| | | |
| | |
NON-CURRENT ASSETS: | |
| | | |
| | |
Property and equipment, net | |
| 875,173 | | |
| 1,933,871 | |
Operating lease right-of-use assets | |
| 1,020,585 | | |
| 2,724,226 | |
Patents, net | |
| 229,604 | | |
| 267,875 | |
Notes receivable, related party | |
| 1,612,565 | | |
| 1,049,248 | |
Investment in related party | |
| 1,500,000 | | |
| 1,500,000 | |
Joint venture | |
| – | | |
| 46,724 | |
Intangible assets, net | |
| – | | |
| 390,330 | |
Goodwill | |
| – | | |
| 6,462,153 | |
Other assets, net | |
| 161,678 | | |
| 689,869 | |
TOTAL NON-CURRENT ASSETS | |
| 5,399,605 | | |
| 15,064,296 | |
TOTAL ASSETS | |
$ | 6,695,638 | | |
$ | 22,039,145 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 15,627,980 | | |
$ | 10,736,373 | |
Contract liabilities | |
| – | | |
| 2,215,212 | |
Loss provision for contracts in progress | |
| – | | |
| 945,928 | |
Convertible notes, net | |
| 334,491 | | |
| 378,263 | |
Notes payable, current | |
| 2,000,000 | | |
| 2,000,000 | |
Derivative liability | |
| 597,318 | | |
| 306,467 | |
Loan payable, current | |
| 468,067 | | |
| 472,700 | |
Loan payable, related party | |
| 361,747 | | |
| 361,747 | |
Secured debenture, current | |
| 137,406 | | |
| 136,353 | |
Operating lease liabilities - current | |
| 213,821 | | |
| 512,373 | |
Other current liabilities | |
| 82,568 | | |
| 472,217 | |
TOTAL CURRENT LIABILITIES | |
| 19,823,398 | | |
| 18,537,633 | |
| |
| | | |
| | |
NON-CURRENT LIABILITIES: | |
| | | |
| | |
Secured debenture | |
| 961,844 | | |
| 954,474 | |
Loan payable | |
| 306,011 | | |
| 328,508 | |
Operating lease liabilities -
non-current | |
| 907,124 | | |
| 2,547,524 | |
TOTAL NON-CURRENT LIABILITIES | |
| 2,174,979 | | |
| 3,830,506 | |
TOTAL LIABILITIES | |
| 21,998,376 | | |
| 22,368,139 | |
| |
| | | |
| | |
Commitments and contingencies | |
| – | | |
| – | |
| |
| | | |
| | |
STOCKHOLDERS' DEFICIT: | |
| | | |
| | |
Series A Super Voting preferred
stock - par value $0.01; 100 shares designated, 100 shares issued and outstanding at both September 30, 2023 and December 31, 2022 | |
| 1 | | |
| 1 | |
Convertible preferred stock - Series
D, par value $0.01, 100,000 shares designated, 88,235 shares issued and outstanding as of both September 30, 2023 and December 31,
2022 | |
| 883 | | |
| 883 | |
Common stock, par value $0.0001,
20,000,000,000 shares authorized, 7,639,945,289 and 6,427,395,360 shares issued as of September 30, 2023 and December 31, 2022, respectively | |
| 763,996 | | |
| 642,740 | |
Treasury stock at cost, 100,000
shares at September 30, 2023 and December 31, 2022 | |
| (1,000 | ) | |
| (1,000 | ) |
Additional paid-in capital | |
| 49,538,461 | | |
| 44,602,052 | |
Non-controlling interests | |
| 1,297,589 | | |
| 2,119,566 | |
Accumulated other comprehensive income (loss) | |
| (1,253,370 | ) | |
| (1,137,902 | ) |
Accumulated deficit | |
| (65,649,298 | ) | |
| (46,555,334 | ) |
TOTAL STOCKHOLDERS' DEFICIT | |
| (15,302,738 | ) | |
| (328,994 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT | |
$ | 6,695,638 | | |
$ | 22,039,145 | |
See the accompanying
notes to the unaudited condensed consolidated financial statements
DarkPulse,
Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
| |
| | |
| | |
| | |
| |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
REVENUES | |
$ | 82,071 | | |
$ | 1,431,104 | | |
$ | 2,032,673 | | |
$ | 7,884,480 | |
COST OF REVENUES | |
| 3,005 | | |
| 5,804,875 | | |
| 2,414,645 | | |
| 12,119,352 | |
GROSS PROFIT (LOSS) | |
| 79,066 | | |
| (4,373,771 | ) | |
| (381,972 | ) | |
| (4,234,872 | ) |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative | |
| 286,895 | | |
| 1,498,717 | | |
| 1,800,266 | | |
| 3,579,326 | |
Salaries, wages and payroll taxes | |
| 253,623 | | |
| 1,760,531 | | |
| 2,379,731 | | |
| 5,108,775 | |
Bad debt expense | |
| 11,506 | | |
| – | | |
| 2,433,963 | | |
| – | |
Professional fees | |
| (40,235 | ) | |
| 1,471,264 | | |
| 3,166,153 | | |
| 4,489,966 | |
Depreciation and amortization | |
| 44,502 | | |
| 597,970 | | |
| 496,485 | | |
| 833,989 | |
Impairment expense | |
| – | | |
| – | | |
| 6,925,137 | | |
| – | |
TOTAL OPERATING EXPENSES | |
| 556,290 | | |
| 5,328,482 | | |
| 17,201,734 | | |
| 14,012,056 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING LOSS | |
| (477,224 | ) | |
| (9,702,253 | ) | |
| (17,583,706 | ) | |
| (18,246,928 | ) |
| |
| | | |
| | | |
| | | |
| | |
OTHER INCOME (EXPENSE): | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (123,711 | ) | |
| 168,846 | | |
| (280,774 | ) | |
| (349,758 | ) |
Loss on deconsolidation | |
| – | | |
| – | | |
| (1,642,795 | ) | |
| – | |
Change in fair market of derivative liabilities | |
| (337,112 | ) | |
| 70,289 | | |
| (320,778 | ) | |
| 237,445 | |
Loss on equity investment | |
| (20,764 | ) | |
| – | | |
| (159,849 | ) | |
| – | |
Gain on the forgiveness of debt | |
| – | | |
| 231,377 | | |
| 106,794 | | |
| 267,127 | |
Restructuring costs | |
| – | | |
| – | | |
| – | | |
| (501,431 | ) |
Foreign currency exchange rate variance | |
| (39,765 | ) | |
| 426,073 | | |
| (34,833 | ) | |
| 218,039 | |
TOTAL OTHER INCOME (EXPENSE) | |
| (521,352 | ) | |
| 896,585 | | |
| (2,332,234 | ) | |
| (128,578 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
| (998,576 | ) | |
| (8,805,668 | ) | |
| (19,915,940 | ) | |
| (18,375,506 | ) |
Net loss attributable to non-controlling interests | |
| 11,284 | | |
| (92,571 | ) | |
| 821,977 | | |
| 255,835 | |
Net loss attributable to DarkPulse, Inc. | |
$ | (987,293 | ) | |
$ | (8,898,239 | ) | |
$ | (19,093,964 | ) | |
$ | (18,119,671 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per share - basic and diluted | |
$ | (0.00 | ) | |
$ | 0.00 | | |
$ | (0.00 | ) | |
$ | 0.00 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding - basic and diluted | |
| 7,564,609,819 | | |
| 5,840,449,453 | | |
| 7,282,672,517 | | |
| 5,539,124,247 | |
See the accompanying
notes to the unaudited condensed consolidated financial statements
DarkPulse,
Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
LOSS
UNAUDITED
| |
| | |
| | |
| | |
| |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
NET LOSS | |
$ | (998,576 | ) | |
$ | (8,805,668 | ) | |
$ | (19,915,940 | ) | |
$ | (18,375,506 | ) |
| |
| | | |
| | | |
| | | |
| | |
OTHER COMPREHENSIVE INCOME (LOSS) | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation | |
| 742,383 | | |
| (2,694,033 | ) | |
| (115,468 | ) | |
| (2,913,602 | ) |
COMPREHENSIVE LOSS | |
$ | (256,193 | ) | |
$ | (11,499,701 | ) | |
$ | (20,031,408 | ) | |
$ | (21,289,108 | ) |
See the accompanying
notes to the unaudited condensed consolidated financial statements
DarkPulse,
Inc.
CONDSENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY
FOR THE THREE MONTHS ENDED September 30, 2023
AND 2022
UNAUDITED
| |
| | |
| | |
| | |
| | |
| | |
| |
| |
Preferred
stock | | |
| |
| |
| Series A | | |
| Series D | | |
| Common
stock | |
| |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | |
Balance at December 31, 2021 | |
| – | | |
$ | – | | |
| 88,235 | | |
$ | 883 | | |
| 5,197,821,885 | | |
$ | 519,782 | |
Conversion of convertible notes | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Common stock issued for cash | |
| – | | |
| – | | |
| – | | |
| – | | |
| 200,121,061 | | |
| 20,012 | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Balance at March 31, 2022 (unaudited) | |
| – | | |
$ | – | | |
| 88,235 | | |
$ | 883 | | |
| 5,397,942,951 | | |
$ | 539,794 | |
Common stock issued for cash | |
| – | | |
| – | | |
| – | | |
| – | | |
| 192,448,404 | | |
| 19,250 | |
Common stock issued for TerraData acquisition | |
| – | | |
| – | | |
| – | | |
| – | | |
| 3,725,386 | | |
| 373 | |
Stock based compensation | |
| 100 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Balance at June 30, 2022 (unaudited) | |
| 100 | | |
$ | – | | |
| 88,235 | | |
$ | 883 | | |
| 5,594,116,746 | | |
$ | 559,417 | |
Common stock issued for cash | |
| – | | |
| – | | |
| – | | |
| – | | |
| 551,695,450 | | |
| 55,169 | |
Stock based compensation | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Balance at September 30, 2022 (unaudited) | |
| 100 | | |
$ | – | | |
| 88,235 | | |
$ | 883 | | |
| 6,145,812,186 | | |
$ | 614,586 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at December 31, 2022 | |
| 100 | | |
$ | 1 | | |
| 88,235 | | |
$ | 883 | | |
| 6,427,395,360 | | |
$ | 642,740 | |
Common stock issued for cash, net of fees | |
| – | | |
| – | | |
| – | | |
| – | | |
| 531,671,500 | | |
| 53,167 | |
Issuance of common stock for legal settlement | |
| – | | |
| – | | |
| – | | |
| – | | |
| 297,000,000 | | |
| 29,700 | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Balance at March 31, 2023 (unaudited) | |
| 100 | | |
$ | 1 | | |
| 88,235 | | |
$ | 883 | | |
| 7,256,066,860 | | |
$ | 725,607 | |
Common stock issued for cash | |
| – | | |
| – | | |
| – | | |
| – | | |
| 203,842,371 | | |
| 20,384 | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Balance at June 30, 2023 (unaudited) | |
| 100 | | |
$ | 1 | | |
| 88,235 | | |
$ | 883 | | |
| 7,459,909,231 | | |
$ | 745,992 | |
Common stock issued for cash, net of fees | |
| – | | |
| – | | |
| – | | |
| – | | |
| 180,036,058 | | |
| 18,004 | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Balance at September 30, 2023 (unaudited) | |
| 100 | | |
$ | 1 | | |
| 88,235 | | |
$ | 883 | | |
| 7,639,945,289 | | |
$ | 763,996 | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
Treasury
stock | | |
Additional
paid-in | | |
Non-controlling | | |
Accumulated
other comprehensive | | |
Accumulated | | |
Total
stockholders’ deficit | |
| |
Shares | | |
Amount | | |
capital | | |
interests | | |
loss | | |
deficit | | |
(equity) | |
Balance at December 31, 2021 | |
| 100,000 | | |
$ | (1,000 | ) | |
$ | 20,248,703 | | |
$ | 2,358,227 | | |
$ | (284,463 | ) | |
$ | (11,276,490 | ) | |
$ | 11,565,642 | |
Conversion of convertible notes | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Common stock issued for cash | |
| – | | |
| – | | |
| 7,679,988 | | |
| – | | |
| – | | |
| – | | |
| 7,700,000 | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| (219,569 | ) | |
| – | | |
| (219,569 | ) |
Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (5,384,270 | ) | |
| (5,384,270 | ) |
Balance at March 31, 2022 (unaudited) | |
| 100,000 | | |
$ | (1,000 | ) | |
$ | 27,928,691 | | |
$ | 2,358,227 | | |
$ | (504,032 | ) | |
$ | (16,660,760 | ) | |
$ | 13,661,803 | |
Common stock issued for cash | |
| – | | |
| – | | |
| 4,696,625 | | |
| – | | |
| – | | |
| – | | |
| 4,715,875 | |
Common stock issued for TerraData acquisition | |
| – | | |
| – | | |
| 199,627 | | |
| – | | |
| – | | |
| – | | |
| 200,000 | |
Stock based compensation | |
| – | | |
| – | | |
| (1 | ) | |
| – | | |
| – | | |
| – | | |
| – | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| (737,874 | ) | |
| – | | |
| (737,874 | ) |
Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (4,185,572 | ) | |
| (4,185,572 | ) |
Balance at June 30, 2022 (unaudited) | |
| 100,000 | | |
$ | (1,000 | ) | |
$ | 32,824,942 | | |
$ | 2,358,227 | | |
$ | (1,241,906 | ) | |
$ | (20,846,332 | ) | |
$ | 13,654,232 | |
Common stock issued for cash | |
| – | | |
| – | | |
| 11,323,231 | | |
| – | | |
| – | | |
| – | | |
| 11,378,400 | |
Stock based compensation | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| (1,956,159 | ) | |
| – | | |
| (1,956,159 | ) |
Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (8,805,668 | ) | |
| (8,805,668 | ) |
Balance at September 30, 2022 (unaudited) | |
| 100,000 | | |
$ | (1,000 | ) | |
$ | 44,148,174 | | |
$ | 2,358,227 | | |
$ | (3,198,065 | ) | |
$ | (29,652,000 | ) | |
$ | 14,270,805 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at December 31, 2022 | |
| 100,000 | | |
$ | (1,000 | ) | |
$ | 44,602,052 | | |
$ | 2,119,566 | | |
$ | (1,137,902 | ) | |
$ | (46,555,334 | ) | |
$ | (328,994 | ) |
Common stock issued for cash, net of fees | |
| – | | |
| – | | |
| 2,034,634 | | |
| – | | |
| – | | |
| – | | |
| 2,087,801 | |
Issuance of common stock for legal settlement | |
| – | | |
| – | | |
| 1,960,200 | | |
| – | | |
| – | | |
| – | | |
| 1,989,900 | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| (462,345 | ) | |
| – | | |
| (462,345 | ) |
Net loss | |
| – | | |
| – | | |
| – | | |
| (779,696 | ) | |
| – | | |
| (14,019,568 | ) | |
| (14,799,264 | ) |
Balance at March 31, 2023 (unaudited) | |
| 100,000 | | |
$ | (1,000 | ) | |
$ | 48,596,886 | | |
$ | 1,339,870 | | |
$ | (1,600,247 | ) | |
$ | (60,574,902 | ) | |
$ | (11,512,902 | ) |
Common stock issued for cash | |
| – | | |
| – | | |
| 517,465 | | |
| – | | |
| – | | |
| – | | |
| 537,849 | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| (395,506 | ) | |
| – | | |
| (395,506 | ) |
Net loss | |
| – | | |
| – | | |
| – | | |
| (30,997 | ) | |
| – | | |
| (4,087,103 | ) | |
| (4,118,100 | ) |
Balance at June 30, 2023 (unaudited) | |
| 100,000 | | |
$ | (1,000 | ) | |
$ | 49,114,351 | | |
$ | 1,308,873 | | |
$ | (1,995,755 | ) | |
$ | (64,662,005 | ) | |
$ | (15,488,659 | ) |
Common stock issued for cash, net of fees | |
| – | | |
| – | | |
| 424,110 | | |
| – | | |
| – | | |
| – | | |
| 442,114 | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| 742,383 | | |
| – | | |
| 742,383 | |
Net loss | |
| – | | |
| – | | |
| – | | |
| (11,284 | ) | |
| – | | |
| (987,293 | ) | |
| (998,576 | ) |
Balance at September 30, 2023 (unaudited) | |
| 100,000 | | |
$ | (1,000 | ) | |
$ | 49,538,461 | | |
$ | 1,297,589 | | |
$ | (1,253,370 | ) | |
$ | (65,649,298 | ) | |
$ | (15,302,738 | ) |
See the accompanying
notes to the unaudited condensed consolidated financial statements
DarkPulse,
Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
| |
| | |
| |
| |
Nine Months Ended | |
| |
September 30, | |
| |
2023 | | |
2022 | |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (19,915,940 | ) | |
$ | (18,375,506 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 513,860 | | |
| 833,990 | |
Loss on equity investment | |
| 159,849 | | |
| – | |
Issuance of common stock for legal settlement | |
| 1,989,900 | | |
| – | |
Impairment of goodwill and intangible assets | |
| 6,925,137 | | |
| – | |
Bad debt expense | |
| 2,433,876 | | |
| – | |
Loss on deconsolidation | |
| 1,642,795 | | |
| – | |
Operating lease expense | |
| 31,087 | | |
| (33,683 | ) |
Gain on forgiveness of debt | |
| (53,397 | ) | |
| (267,127 | ) |
Change in fair market of derivative liabilities | |
| (320,778 | ) | |
| (237,445 | ) |
Restructuring costs | |
| – | | |
| 501,431 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| 70,870 | | |
| 692,746 | |
Inventory | |
| (8,252 | ) | |
| 604,406 | |
Contract assets | |
| (73,048 | ) | |
| 178,748 | |
Prepaid expenses and other assets | |
| 30,116 | | |
| (730,370 | ) |
Contract liabilities | |
| 323,471 | | |
| 833,876 | |
Loss provision for contracts in progress | |
| 15,968 | | |
| (895,405 | ) |
Accounts payable and accrued expenses | |
| 2,272,852 | | |
| (2,949,406 | ) |
Operating lease liabilities, net | |
| (30,372 | ) | |
| 86,511 | |
Other current liabilities | |
| (74,090 | ) | |
| 300,533 | |
Net cash used in operating activities | |
| (4,066,096 | ) | |
| (19,456,701 | ) |
Cash flows from investing activities: | |
| | | |
| | |
Purchases of property and equipment | |
| (102,350 | ) | |
| (529,330 | ) |
Investment in joint venture | |
| (113,124 | ) | |
| – | |
Issuance of note receivable, related party | |
| (563,317 | ) | |
| – | |
Advances to related party | |
| (630,337 | ) | |
| – | |
Deposits | |
| – | | |
| (64,980 | ) |
Net cash used in investing activities | |
| (1,409,128 | ) | |
| (594,310 | ) |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from sale of common stock, net of fees | |
| 3,067,764 | | |
| 23,794,275 | |
Proceeds from convertible notes | |
| 50,000 | | |
| – | |
Net repayments of loan payable | |
| (27,047 | ) | |
| – | |
Net cash provided by financing activities | |
| 3,090,717 | | |
| 23,794,275 | |
Net change in cash | |
| (2,384,507 | ) | |
| 3,743,264 | |
Effect of exchange rate on cash | |
| 389,067 | | |
| (1,434,126 | ) |
Cash at beginning of period | |
| 2,060,332 | | |
| 3,658,846 | |
Cash at end of period | |
$ | 64,892 | | |
$ | 5,967,984 | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information: | |
| | | |
| | |
Cash paid for interest | |
$ | 47,948 | | |
$ | – | |
Cash paid for income taxes | |
$ | – | | |
$ | – | |
| |
| | | |
| | |
Non-cash financing and investing activities: | |
| | | |
| | |
Stock issued for acquisition of TerraData | |
$ | – | | |
$ | 200,000 | |
See the accompanying
notes to the unaudited condensed consolidated financial statements
DarkPulse,
Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
UNAUDITED
NOTE 1 - BASIS OF PRESENTATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Organization
and Description of Business
DarkPulse,
Inc. (“DPI” or “Company”) is a technology-security company incorporated in 1989 as Klever Marketing, Inc. (“Klever”).
Its’ wholly-owned subsidiary, DarkPulse Technologies Inc. (“DPTI”), originally started as a technology spinout from
the University of New Brunswick, Fredericton, Canada. The Company’s security and monitoring systems will initially be delivered
in applications for border security, pipelines, the oil and gas industry and mine safety. Current uses of fiber optic distributed sensor
technology have been limited to quasi-static, long-term structural health monitoring due to the time required to obtain the data and its
poor precision. The Company’s patented BOTDA dark-pulse sensor technology allows for the monitoring of highly dynamic environments
due to its greater resolution and accuracy.
The Company’s subsidiaries consisted of Optilan
HoldCo 3 Limited, a company headquartered in Coventry, United Kingdom (“Optilan”) whose focus is in telecommunications, energy,
rail, critical network infrastructure, pipeline integrity systems, renewables and security; Remote Intelligence, LLC, a company headquartered
in Pennsylvania who provides unmanned aerial drone and unmanned ground crawler (UGC) services to a variety of clients from industrial
mapping and ecosystem services, to search and rescue, to pipeline security; Wildlife Specialists, LLC, a company headquartered in Pennsylvania
who provides clients with comprehensive wildlife and environmental assessment, planning, and monitoring services; TerraData Unmanned,
PLLC, a company headquartered in Florida who custom manufactures NDAA compliant drones and unmanned ground crawlers to meet the needs
of its customers; and TJM Electronics West, Inc., a company headquartered in Arizona who is a U.S. manufacturer and tester of advanced
electronics, cables and sub-assemblies specializing in advanced package and complex CCA and hardware.
Liquidation/winding
up of Optilan (UK) Limited
On May 3, 2023, Eversheds Sutherland (International)
LLP, a creditor of Optilan (UK) Limited, filed a petition to wind up (“Winding up Petition”) Optilan (UK) Limited, a wholly
owned subsidiary of the Company’s Subsidiary, Optilan HoldCo 3 Limited, and the matter was due to be heard in the Portsmouth Combined
Court Centre on June 28, 2023.
On June 28, 2023, the High Court of Justice in
the United Kingdom issued a winding-up order for the liquidation and winding up of the affairs of Optilan (UK) Limited (“Optilan
Liquidation”). In conjunction with the order, the court appointed the Official Receiver’s Office (“OR”) to take
the appointment as liquidator of Optilan (UK) Limited and take control of Optilan (UK) Limited’s assets.
At the same time the court appointed the OR to
take the appointment as liquidator of Optilan (UK) Limited. The OR has taken control of Optilan (UK) Limited’s assets. To date the
ORs Office has initiated contact with Optilan but we still wait to receive details of the individual who will be taking the role of OR.
On July 3, 2023, Optilan (UK) Limited received
a letter from The Insolvency Service, an executive agency sponsored by the Department for Business and Trade located in the U.K. Pursuant
to the letter of The Insolvency Services, the Company was required to provide information relating to Optilan (UK) Limited to the Official
Receiver’s Office (a government body of Plymouth, the United Kingdom) and attend an interview with staff of the Official Receiver’s
Office to review the prospect of recovering the assets of Optilan (UK) Limited for the benefit of creditors. The interview occurred July
18, 2023.
The Company is an Unsecured creditor of Optilan
(UK) Limited and is at risk of losing any repayment of obligations due from Optilan (UK) Limited because there are several intercompany
relationships between the Company and Optilan (UK) Limited, the financial impact of any future claims and liabilities may not be known
for several months. The Company has approximately $19.4 million intercompany payables due from Optilan (UK), which will increase the Company
liabilities for any obligations not repaid. At the
time of this filing the Company is still evaluating the full effects of the winding-up order for liquidation and the material adverse
effects it will have on the Company’s continued operations and ability to meet future obligations.
On August 9, 2023, Evelyn Partners
was appointed Joint Liquidator.
Quarter Ended March 31 Accounting Analysis
The Company performed an analysis of the trade
receivables related to Optilan (UK) Limited and determined that an additional $2,422,457 may not be collectible pursuant to the Optilan
Liquidation. As of March 31, 2023, the Company recorded a bad debt provision for this amount.
As a result of the Optilan Liquidation, management
determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s reporting unit
may not be recoverable as of March 31, 2023. The qualitative assessment was primarily due to the customer contracts held by Optilan (UK)
Limited at March 31, 2023 and the associated revenue projections by the UK subsidiary that is subject to the potential winding up. As
such, the Company compared the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $6,925,137
pertaining to impairment and goodwill in the consolidated statements of operations. The Company recorded impairment of the indefinite-lived
intangible asset of $356,260, and impairment of goodwill of $6,568,877. The Company has one reporting unit which was evaluated in the
impairment test noted above. As a result of the impairment, the Company had a carrying value of $0 pertaining to goodwill and intangible
assets as of September 30, 2023.
Quarter Ended September 30 Accounting Analysis
Optilan (UK) Limited became subject to the control
of a government and was appointed an administrator. In this situation, when the parent ceases to have a financial interest in a subsidiary
and does not retain an investment in that subsidiary, the parent should deconsolidate the subsidiary and recognize a gain or loss on deconsolidation
in accordance with ASC 810-10-40-5.
In addition, ASC 810-10-40-3A states when a
parent deconsolidates a subsidiary or derecognizes a group of assets, the parent no longer controls the subsidiary's assets and
liabilities or the group of assets. The parent therefore shall derecognize the assets, liabilities, and equity components related to
that subsidiary or group of assets. The equity components will include any noncontrolling interest as well as amounts previously
recognized in accumulated other comprehensive income. If the subsidiary or group of assets being deconsolidated or derecognized is a
foreign entity (or represents the complete or substantially complete liquidation of the foreign entity in which it resides), then
the amount of accumulated other comprehensive income that is reclassified and included in the calculation of gain or loss shall
include any foreign currency translation adjustment related to that foreign entity.
Upon the liquidation, on June 28, 2023, the Company
derecognized Optilan UK’s assets and liabilities and recorded a loss on consolidation of $1,642,795, which was recognized in other
income (expenses) in the consolidated statements of operations.
Included in the loss on consolidation of $1,642,795
are the gains on intercompany receivables and payables and currency translation adjustment $12,721,532 and $1,545,008 respectively, offset
by the net loss of $12,623,745 which is the impairment of investments and intercompany receivables no longer expected to be collected.
In addition, the allowance of $2,422,457 was recorded
against receivables that have been deemed uncollectible.
NOTE 2 – SIGNIFICANT ACCOUNTING
POLICIES
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, 2023, and the results of operations for nine months and cash flows for
the nine months ended September 30, 2023 and 2022 have been included.
The Company
evaluates its relationships with other entities to identify whether they are variable interest entities (“VIE”) as
defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic
810, Consolidation (“ASC 810”), and to assess whether it is the primary beneficiary of such entities. If the
determination is made that the Company is the primary beneficiary, then that entity is consolidated.
Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated
balance sheet as of September 30,2023, the unaudited condensed consolidated statements of operations for the three and nine months ended
September 30, 2023 and 2022 and of cash flows for the nine months ended September 30, 2023 and 2022 have been prepared by the Company,
pursuant to the rules and regulations of the SEC for the interim financial statements. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations. However,
the Company believes that the disclosures are adequate to make the information presented not misleading. The unaudited interim consolidated
financial statements have been prepared on a basis consistent with the audited consolidated financial statements and in the opinion of
management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the consolidated
results for the interim periods presented and of the consolidated financial condition as of the date of the interim consolidated balance
sheet. The results of operations are not necessarily indicative of the results expected for the year ending December 31, 2023.
The accompanying unaudited interim condensed consolidated
financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto
for the year ended December 31, 2022 included in the Company’s Annual Form 10-K filed with SEC on June 23, 2023.
Use
of Estimates
The preparation of the Company’s financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include,
but are not limited to, assumptions used to calculate derivative liabilities, revenue recognition and impairment of long-lived assets.
The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes
to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances,
facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those
estimates.
Cash
The Company considers all highly liquid investments
with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial
institutions. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”)
up to $250,000. To reduce its risk associated with the failure of such a financial institution, the Company evaluates at least annually
the rating of the financial institution in which it holds deposits.
Accounts Receivable
Accounts receivable and contract assets include
amounts billed to customers under the terms and provisions of the contracts. Most billings are determined based on contractual terms.
As is common practice in the industry, the Company classifies all accounts receivable and contract assets, including retainage, as current
assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on
those contracts may extend beyond one year. Contract assets include amounts billed to customers under retention provisions in construction
contracts. Such provisions are standard in the Company’s industry and usually allow for a portion of progress billings on the contract
price, typically 5-10%, to be withheld by the customer until after the Company has completed work on the project. Billings for such retention
balances at each balance sheet date are finalized and collected after project completion. Generally, unbilled amounts will be billed and
collected within one year. The Company determined that there are no material amounts due past one year and no material amounts billed
but not expected to be collected within one year. Also, the Company adopted ASU 2016-13 in January 2023 and the adoption did not have
a material impact on the Company’s condensed consolidated financial statements and related disclosures for the period ended September
30, 2023.
Each month, the Company reviews its receivables
on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived
collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection
have been exhausted and the potential for recovery is considered remote. As of both September 30, 2023 and December 31, 2022, the Company
determined that the allowance for doubtful accounts was $0 and $3,320,983, respectively. The allowance pertaining to Optilan UK was derecognized
upon the Optilan Liquidation.
Accounts receivable includes retainage amounts
for the portion of the contract price earned by us for work performed but held for payment by the customer as a form of security until
we reach certain construction milestones or complete the project. As of September 30, 2023 and December 31, 2022, retainage receivable
was $0 and $824,777, respectively. The retainage pertaining to Optilan UK was derecognized upon the Optilan Liquidation.
Foreign Currency Translation
The Company’s reporting currency is U.S.
Dollars. The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, British Pound (“GBP”)
as the functional currency, as well as the Turkish lira, Emirates Dirham, Azerbajani Manat and Indian Rupee. The accounts of one of the
Company’s subsidiaries are maintained using the appropriate local currency, Canadian Dollar (“CAD”) as the functional
currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical
rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation
adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain.
Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional
currency are included in the statements of operations as foreign currency exchange variance.
The relevant translation rates are as follows:
for the nine months ended September 30, 2023 closing rate at 1.2197, average rate at 1.2384 US$: GBP, and closing rate at 1.3586 US$:CAD.
The relevant translation rates are as follows:
for the nine months ended September 30, 2022 closing rate at 1.113030 US$:GBP, average rate at 1.259161 US$:GBP, and closing rate at 1.3751
US$:CAD.
Long-Lived Assets and Goodwill
The Company accounts for long-lived assets
in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This
accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of
an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of
the asset exceeds the fair value of the asset.
Indefinite-lived intangible assets established
in connection with business combinations consist of the tradename. The impairment test for identifiable indefinite-lived intangible assets
consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its
fair value, an impairment loss is recognized in an amount equal to that excess.
The Company accounts for goodwill and intangible
assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price
of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles
with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value
of an asset has decreased below its carrying value. This guidance simplifies the accounting for goodwill impairment by removing Step 2
of the goodwill impairment test, which requires a hypothetical purchase price allocation. The quantitative impairment test calculates
any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying
amount of goodwill. It is our practice, at a minimum, to perform a qualitative or quantitative goodwill impairment test in the fourth
quarter every year. The Company has one reporting unit it evaluates during its impairment test.
As a result of the Optilan Liquidation as described
in Note 1, management determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s
reporting unit may not be recoverable. The qualitative assessment was primarily due to the customer contracts held by Optilan (UK) Limited
and the associated revenue projections by the UK subsidiary that is subject to the potential winding up. As such, the Company compared
the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $6,925,137 pertaining to impairment and
goodwill in the consolidated statements of operations. The Company recorded impairment of the indefinite-lived intangible asset of $356,260,
and impairment of goodwill of $6,568,877. The Company has one reporting unit which was evaluated in the impairment test noted above. As
a result of the impairment, the Company had a carrying value of $0 pertaining to goodwill and intangible assets as of September 30, 2023.
Property and Equipment
Property and equipment are carried at historical
cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using
the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets
are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and
equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed
from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred.
The estimated useful lives of property and equipment
are generally as follows:
Schedule of estimated useful lives |
|
|
|
|
Years |
Office furniture and fixtures |
|
4 |
Plant and equipment |
|
4-8 |
Leasehold Improvements |
|
10 |
Motor vehicles |
|
3 |
Revenue Recognition
The Company’s revenues are generated primarily
from the sale of our services, which consist primarily of advanced technology solutions for integrated communications and security systems,
as well as habitat management. The Company’s sales of products are primarily generated from our TJM subsidiaries. Sales of products
and services are separate from one another. At contract inception, we assess the goods and services promised in the contract with customers
and identify a performance obligation for each. To determine the performance obligation, we consider all products and services promised
in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction
of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration expected to be
received in exchange for transferring goods and services. We recognize service revenues as the performance obligations are met, which
is generally as milestones are satisfied over time. We generally recognize product revenues at the time of shipment, provided that all
other revenue recognition criteria have been met.
The Company recognizes revenue when its customer
obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for
those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606,
we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract;
(iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize
revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will
collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception,
once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine
those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the
amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is
satisfied.
The Company considers each individual sale of
service contract to be its own performance obligation. Services in the contract are highly interdependent and interrelated, and the successful
completion of each milestone is necessary for the overall success of the contract. Therefore, each milestone is not separately identifiable
from other promises in the contract, and not distinct and ultimately not individual performance obligations.
The Company records revenue over time using the
input measure as it is the most faithful depiction of an entity’s performance because it directly measures the value of the goods
and services transferred to the customer. The Company utilizes the Right to Invoice for these contracts, as the pricing structure is based
on various milestones that are specified in the contract. These milestones include Construction Phase Plan, Start of the construction
phase, installation phase, site surveys, fiber splicing, recoveries, and closeouts. There are specified payments associated with these
milestones in the contract, and the value allocated is commensurate with work done. In the event that there are advances such as upfront
retainers and not based on the value, those are recorded as contract liabilities.
Cost of Revenues
Cost of revenues consists primarily of materials
and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation
costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer
costs to provide continuing support to our customers. Cost of revenues also includes direct labor attributable to revenue service arrangements.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company has not experienced any losses
related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial
banking relationships.
Leases
The Company accounts for its leases under ASC
842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing
leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting
fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities
are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating
leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease
term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense
over the lease term. Variable lease expenses are recorded when incurred.
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.
Fair Value of Financial Instruments
The Company measures its financial assets and
liabilities in accordance with the requirements of FASB ASC 820, Fair Value Measurements and Disclosures. As defined in FASB ASC
820, the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or
assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent
in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The
Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 established a fair value hierarchy that
prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:
Level 1 – Quoted prices are available in
active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset
or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of
financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 – Pricing inputs are other than
quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes
those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard
models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current
market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these
assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported
by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded
derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 – Pricing inputs include significant
inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that
result in management’s best estimate of fair value.
The Company’s derivative liability is a
Level 3 liability measured at fair value on a recurring basis. See Note 10.
Non-controlling Interests
Non-controlling interests are classified as a
separate component of equity in the Company's consolidated balance sheets and statements of changes in stockholders’ equity. Net
income (loss) and comprehensive income (loss) attributable to non-controlling interests are reflected separately from consolidated net
income (loss) and comprehensive income (loss) in the consolidated statements of comprehensive income (loss) and statements of changes
in stockholders’ equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted
for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated,
any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between
the carrying value and fair value of the retained interest will be recorded as a gain or loss. The Company has non-controlling interests
via its subsidiaries TerraData, Remote Intelligence and Wildlife Specialists.
During the nine months ended September 30, 2023
and 2022, the Company recorded a loss of $821,977 and $255,835, respectively, attributable to non-controlling interests.
Comprehensive Loss
Comprehensive loss includes net loss as well as
other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. During
the nine months ended September 30, 2023 and 2022, the Company’s only element of other comprehensive loss was foreign currency translation.
Loss Per Common Share
The Company accounts for earnings per share pursuant
to ASC 260, Earnings per Share, which requires disclosure on the financial statements of "basic" and “diluted”
earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number
of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted
average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each
year. In periods where the Company has a net loss, all dilutive securities are excluded. Potentially dilutive items outstanding as of
September 30, 2023 and 2022 are as follows:
Schedule of antidilutive shares | |
| | | |
| | |
| |
September 30, | |
| |
2023 | | |
2022 | |
Convertible notes | |
| 302,912,039 | | |
| 87,775,272 | |
Series D preferred stock | |
| 176,470 | | |
| 176,470 | |
| |
| 303,088,509 | | |
| 87,951,742 | |
Recent Accounting Pronouncements
In April 2019, the FASB issued ASU 2019-04, Codification
Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial
Instruments, which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit
Losses (Topic 326): Targeted Transition Relief, which amends Topic 326 to allow the fair value option to be elected for certain financial
instruments upon adoption. ASU 2019-10 extended the effective date of ASU 2016-13 until December 15, 2022. The Company adopted this new
guidance, including the subsequent updates to Topic 326, on January 1, 2023 and the adoption did not have a material impact on the Company’s
condensed consolidated financial statements and related disclosures.
On January 1, 2023, the Company adopted ASU 2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). This
standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss
(“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using
historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured
at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as
unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be
collected by using an allowance for credit losses. The Company adopted this new guidance on January 1, 2023 and the adoption did not have
a material impact on the Company’s condensed consolidated financial statements and related disclosures.
Management does not believe that any other recently
issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting
pronouncements are issued, the Company will adopt those that are applicable.
NOTE
3 – LIQUIDITY AND GOING CONCERN
The Company
generated net losses of $19,915,940 and $18,375,506 during the nine months ended September
30, 2023 and 2022, respectively, and net cash used in operating activities of $4,066,096 and $19,456,701, respectively. As of September
30, 2023, the Company’s current liabilities exceeded its current assets by $18,527,365 and has an accumulated deficit of $65,649,298.
As of September 30, 2023, the Company had $64,892 of cash. Lastly, the Optilan Liquidation no longer raises serious concerns about the
viability of the Optilan (UK) Limited entity. Optilan (UK) Limited and its subsidiaries are not controlled by DarkPulse, Inc.
The Company
will require additional funding during the next twelve months to finance the growth of its current operations and achieve its strategic
objectives. These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create substantial
doubt as to the Company’s ability to continue as a going concern. The Company is seeking to raise additional capital principally
through private placement offerings and is targeting strategic partners in an effort to finalize the development of its products and begin
generating revenues. The ability of the Company to continue as a going concern is dependent upon the success of future capital offerings
or alternative financing arrangements or expansion of its operations. The accompanying consolidated financial statements do not include
any adjustments that might be necessary should the Company be unable to continue as a going concern. Management is actively pursuing additional
sources of financing sufficient to generate enough cash flow to fund its operations for twelve months from the issuance date of these
consolidated financial statements. However, management cannot make any assurances that such financing will be secured.
NOTE
4 – REVENUE
The following
table is a summary of the Company’s timing of revenue recognition for the three and nine months ended September 30, 2023 and 2022:
Schedule of timing of revenue recognition | |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended | | |
Nine Months Ended |
|
| |
September 30, | | |
September 30, |
|
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Services and products transferred at a point in time | |
$ | 32,168 | | |
$ | 463,295 | | |
$ | 796,716 | | |
$ | 2,552,462 | |
Services and products transferred over time | |
| 49,903 | | |
| 967,809 | | |
| 1,235,957 | | |
| 5,332,018 | |
Total revenue | |
$ | 82,071 | | |
$ | 1,431,104 | | |
$ | 2,032,673 | | |
$ | 7,884,480 | |
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, 2023 and 2022:
Schedule of revenue by source | |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Products | |
$ | 71,886 | | |
$ | 136,534 | | |
$ | 329,400 | | |
$ | 1,246,610 | |
Services | |
| 10,185 | | |
| 1,294,570 | | |
| 1,703,273 | | |
| 6,637,870 | |
Total revenue | |
$ | 82,071 | | |
$ | 1,431,104 | | |
$ | 2,032,673 | | |
$ | 7,884,480 | |
Revenue
by geographic destination consisted of the following for the three and nine months ended September 30, 2023 and 2022:
Schedule of revenue by geographic destination | |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended | | |
Nine Months Ended |
|
| |
September 30, | | |
September 30, |
|
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
North America | |
$ | 74,586 | | |
$ | 590,028 | | |
$ | 449,238 | | |
$ | 1,124,462 | |
United Kingdom | |
| 7,485 | | |
| – | | |
| 1,397,152 | | |
| – | |
Rest of world | |
| – | | |
| 841,076 | | |
| 186,283 | | |
| 6,760,018 | |
Total revenue | |
$ | 82,071 | | |
$ | 1,431,104 | | |
$ | 2,032,673 | | |
$ | 7,884,480 | |
Contracts
Contract revenue is recognized over time using
the cost-to-cost measure of progress for fixed price contracts. The cost-to-cost measure of progress best depicts the continuous transfer
of control of goods or services to the customer. The contractual terms provide that the customer compensates the Company for services
rendered.
Contract costs include all direct materials, labor
and subcontracted costs, as well as indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and
the costs of capital equipment. The cost estimation and review process for recognizing revenue over time under the cost-to-cost method
is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals.
Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance,
job conditions and management’s assessment of expected variable consideration are factors that influence estimates of the total
contract transaction price, total costs to complete those contracts and profit recognition. Changes in these factors could result in revisions
to revenue and costs of revenue in the period in which the revisions are determined on a prospective basis, which could materially affect
the Company’s consolidated results of operations for that period. Provisions for losses on uncompleted contracts are recorded in
the period in which such losses are determined.
Performance Obligations
A performance obligation is a contractual promise
to transfer a distinct good or service to the customer and is the unit of account under Accounting Standards Codification (“ASC”)
Topic 606. The transaction price of a contract is allocated to distinct performance obligations and recognized as revenue when or as the
performance obligations are satisfied. The Company’s contracts often require significant integrated services and, even when delivering
multiple distinct services, are generally accounted for as a single performance obligation. Contract amendments and change orders are
generally not distinct from the existing contract due to the significant integrated service provided in the context of the contract and
are accounted for as a modification of the existing contract and performance obligation. The majority of the Company’s performance
obligations are completed within one year.
When more than one contract is entered into with
a customer on or close to the same date, the Company evaluates whether those contracts should be combined and accounted for as a single
contract as well as whether those contracts should be accounted for as more than one performance obligation. This evaluation requires
significant judgment and is based on the facts and circumstances of the various contracts, which could change the amount of revenue and
profit recognition in a given period depending upon the outcome of the evaluation.
Contract Assets and Liabilities
The Company bill its customers based on contractual
terms, including, milestone billings based on the completion of certain phases of the work. Sometimes, billing occurs after revenue recognition,
resulting in unbilled revenue, which is accounted for as a contract asset. Sometimes the Company receives advances payments from our customers
before revenue is recognized, resulting in deferred revenue, which is accounted for as a contract liability.
Contract assets in the consolidated balance sheets
represents costs and estimated earnings in excess of billings, which arise when revenue has been recorded but the amount has not been
billed. As of September 30, 2023, contract assets were $0 upon derecognized pursuant to the Optilan Liquidation.
Contract liabilities on September 30, 2023 are $0 upon the deconsolidation
related to the Optilan liquidation.
Variable Consideration
Transaction pricing for the Company’s contracts
may include variable consideration, such as unapproved change orders, claims, incentives and liquidated damages. Management estimates
variable consideration for a performance obligation utilizing estimation methods that best predict the amount of consideration to which
the Company will be entitled. Variable consideration is included in the estimated transaction price to the extent it is probable that
a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration
is resolved. Management’s estimates of variable consideration and determination of whether to include estimated amounts in transaction
price are based on past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer,
legal evaluations and all other relevant information that is reasonably available. The effect of a change in variable consideration on
the transaction price of a performance obligation is typically recognized as an adjustment to revenue on a cumulative catch-up basis.
To the extent unapproved change orders, claims and liquidated damages reflected in transaction price are not resolved in the Company’s
favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously
recognized revenue.
NOTE 5 – ACCOUNTS RECEIVABLE
Accounts
receivable consisted of the following as of September 30, 2023 and December 31, 2022:
Schedule of accounts receivable | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Accounts receivable | |
$ | 96,287 | | |
$ | 6,273,276 | |
Less: Allowance for doubtful accounts | |
| – | | |
| (3,320,983 | ) |
Accounts receivable, net | |
$ | 96,287 | | |
$ | 2,952,293 | |
NOTE 6 – PROPERTY AND EQUIPMENT
Property
and equipment consisted of the following as of September 30, 2023 and December 31, 2022:
Schedule of property and equipment | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Property and equipment | |
$ | 1,300,521 | | |
$ | 3,942,421 | |
Leasehold improvements | |
| 46,934 | | |
| 46,934 | |
Property and equipment at cost | |
| 1,347,455 | | |
| 3,989,355 | |
Less - accumulated depreciation | |
| (472,282 | ) | |
| (2,055,484 | ) |
Property and equipment, net | |
$ | 875,173 | | |
$ | 1,933,871 | |
NOTE
7 – GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The
following is a summary of activity of goodwill for the nine months ended September 30, 2023:
Schedule of changes in carrying amount of goodwill | |
| |
| |
Goodwill | |
Balances at December 31, 2022 | |
$ | 6,462,153 | |
Impairment of goodwill pertaining to Optilan | |
| (6,568,877 | ) |
Foreign exchange translation | |
| 106,724 | |
Balances at September 30, 2023 | |
$ | – | |
Intangible Assets,
Net
On January 1, 2023, the
Company revised the estimated useful life of the trade name intangible asset from 25 years to 10 years. Amortization expense for the nine
months ended September 30, 2023 and 2022 was $34,225 and $38,271, respectively.
During the three months
ended March 31, 2023, the Company recorded impairment of the trade name of $356,260. At September 30, 2023 and December 31, 2022, the
carrying value of the intangible assets was $0 and $390,330, respectively.
Patents - Intrusion
Detection Intellectual Property
The
following is a summary of the DPTI patents:
Schedule of patents | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Patents | |
$ | 904,269 | | |
$ | 904,269 | |
Less: accumulated amortization | |
| (674,665 | ) | |
| (636,394 | ) |
Patents, net | |
$ | 229,604 | | |
$ | 267,875 | |
For
the nine months ended September 30, 2023 and 2022, the Company amortized $38,271 and $38,271, respectively.
NOTE
8 – JOINT VENTURE
On September 9, 2022, the Company entered into
a Joint Venture Agreement with Neural Signals Inc, (“NSI”), for the purpose of developing, marketing and selling products
and services based on the patents issued to NSI. The parties established the Joint Venture, Neural Logistics Inc., under a separate entity
to conduct business. The Company has 50% ownership in NSI. The Company determined that the investment was accounted for as an equity
investment under ASC 323-10-30-2.
During the nine months ended September 30, 2023,
the Company contributed $113,124 to the joint venture and recorded a loss on the equity investment of $159,849.
NOTE
9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and
accrued expenses consisted of the following as of September 30, 2023 and December 31, 2022:
Schedule of accounts payable and accrued expenses | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Accounts payable | |
$ | 14,108,937 | | |
$ | 8,677,648 | |
Accrued liabilities | |
| 1,519,043 | | |
| 2,058,725 | |
Total accounts payable and accrued expenses | |
$ | 15,627,980 | | |
$ | 10,736,373 | |
NOTE
10 – DEBT
Convertible
Notes
As of September
30, 2023 and December 31, 2022, there was $334,491 and $378,263 of convertible debt outstanding.
As of
September 30, 2023 and December 31, 2022 there was a derivative liability of $597,318
and $306,467. 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, 2023. Management determined the expected
volatility of 130.58% to 170.54%, a risk-free rate of interest of 5.46% to 5.53%, and contractual lives of the debt of three months (with
exception for the August 2023 notes, which has contractual lives of the debt of one year).
On August
7, 2023, the Company entered into a convertible note for a principal of $57,750. The note bears interest at a rate of 10% per annum and
matures after one year. Following 180 days from the note, the noteholder may convert at a discount of 39%. The Company has reserved a
sufficient number of shares of common stock for issuance upon full conversion of the note in accordance with the terms.
On September
29, 2023, the Company entered into a convertible note for a principal of $57,750, which was funded on October 4, 2023. The note bears
interest at a rate of 10% per annum and matures after one year. Following 180 days from the note, the noteholder may convert at a discount
of 39%. The Company has reserved a sufficient number of shares of common stock for issuance upon full conversion of the note in accordance
with the terms (see Note 16).
As of September
30, 2023, all outstanding convertible debt is in default with exception for the August and September 2023 notes.
The following is a summary of convertible notes:
Schedule of convertible notes | |
September 30, 2023 | | |
December 31, 2022 | |
Principal outstanding | |
$ | 382,616 | | |
$ | 378,263 | |
Less: unamortized debt discount | |
| (48,125 | ) | |
| – | |
Convertible notes, net | |
$ | 334,491 | | |
$ | 378,263 | |
During the
nine months ended September 30, 2023 and 2022, $9,625 and $0 of the debt discount was amortized.
Notes
Payable
On July
14, 2021, the Company entered a Securities Purchase Agreement (the “GS SPA”) with GS Capital Partners, LLC pursuant
to which the Company issued to the Lender a 6% Redeemable Note in the principal amount of $2,000,000 (the “GS Note”).
The purchase price of the GS Note is $1,980,000. The GS Note matures on July 14, 2022 upon which time all accrued and unpaid interest
will be due and payable. Interest accrues on the GS Note at 6% per annum until the GS Note becomes due and payable. The GS Note is subject
to various “Events of Default,” which are disclosed in the GS Note. Upon the occurrence of an “Event of Default,”
the interest rate on the GS Note will be 18%. The GS Note is not convertible into shares of the Company’s Common Stock and is not
dilutive to existing or future shareholders and the Company used a portion of the proceeds of the GS Note to retire convertible debt.
As of September 30, 2023 and December 31, 2022, $2,000,000 remains outstanding. As of September 30, 2023, the GS Note is in default.
Loans
Payable
The Company’s
RI and WS subsidiaries have various loans including Small Business Association (“SBA”) Economic Injury Disaster Loan (“EIDL”)
loans, lines of credit and other advances. The loans bear interest with varying rates up to 9.25% per annum. The following is a summary
of the loans payable at September 30, 2023 and December 31, 2022:
Schedule of loans payable | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
RI - line of credit | |
$ | 99,971 | | |
$ | 99,971 | |
RI - Short-term loans | |
| 41,279 | | |
| 43,899 | |
WS - line of credit | |
| 200,000 | | |
| 200,000 | |
WS- Short-term loans | |
| 126,817 | | |
| 128,830 | |
Loan payable, current | |
$ | 468,067 | | |
$ | 472,700 | |
| |
| | | |
| | |
RI - SBA EIDL | |
$ | 102,597 | | |
$ | 102,597 | |
RI - long-term loans | |
| 84,661 | | |
| 86,041 | |
WS - SBA EIDL | |
| 26,307 | | |
| 26,307 | |
WS - long-term loans | |
| 92,446 | | |
| 113,564 | |
Loan payable, non-current | |
$ | 306,011 | | |
$ | 328,508 | |
NOTE
11 – SECURED DEBENTURE
DPTI issued
a convertible Debenture to the University (see Note 1) in exchange for the Patents assigned to the Company, in the amount of Canadian
$1,500,000, or US$1,491,923 on December 16, 2010, the date of the Debenture. On April 24, 2017 DPTI issued a replacement secured term
Debenture in the same CAD 1,500,000 amount as the original Debenture. The interest rate is the Bank of Canada Prime overnight rate plus
1% per annum. The Debenture had an initial required payment of CAD 42,000 (US$33,385) due on April 24, 2018 for reimbursement to the University
of its research and development costs, and this has been paid. Interest-only maintenance payments are due annually starting after April
24, 2018. Payment of the principal begins on the earlier of (a) three years following two consecutive quarters of positive earnings before
interest, taxes, depreciation and amortization, (b) six years from April 24, 2017, or (c) in the event DPTI fails to raise defined capital
amounts or secure defined contract amounts by April 24 in the years 2018, 2019, and 2020. The Company has raised funds in excess of the
amount required for 2020, 2019 and 2018. Beginning in 2023, The principal repayment
amounts will be due quarterly over a six year period in the amount of Canadian Dollars 62,500. Based on the exchange rate between the
Canadian Dollar and the U.S. Dollar on December 31, 2018, the quarterly principal repayment amounts will be US$48,447. The Debenture is
secured by the Patents assigned by the University to DPTI by an Assignment Agreement on December 16, 2010. DPTI has pledged the Patents,
and granted a lien on them pursuant to an Escrow Agreement dated April 24, 2017, between DPTI and the University.
The Debenture
was initially recorded at the $1,491,923 equivalent U.S. 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 U.S. dollar
at the end of each quarter. The adjustment is recorded as unrealized gain or loss in the change of the value of the two currencies during
the quarter. The Debenture also includes a provision requiring DPTI to pay the University a 2% royalty on sales of any and all products
or services which incorporate the Patents for a period of five years from April 24, 2018. To date, no royalties have been paid. The payments
are current at the present time.
For the nine months ended
September 30, 2023, and 2022, the Company recorded interest expense of $19,401 and $36,307, respectively.
As of September 30, 2023 and December 31, 2022, the debenture liability
totaled $1,099,250 and $1,090,827, respectively.
NOTE
12 – LEASES
The following was included
in our balance sheet as of September 30, 2023 and December 31, 2022:
Schedule of operating leases | |
| | |
| |
| |
September 30, | | |
December 31, | |
Operating leases | |
2023 | | |
2022 | |
| |
| | |
| |
Assets | |
| | | |
| | |
ROU operating lease assets | |
$ | 1,020,585 | | |
$ | 2,724,226 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current portion of operating lease | |
| 213,821 | | |
| 512,373 | |
Operating lease, net of current portion | |
| 907,124 | | |
| 2,547,524 | |
Total operating lease liabilities | |
$ | 1,120,945 | | |
$ | 3,059,897 | |
The weighted average
remaining lease term and weighted average discount rate at September 30, 2023 and December 31, 2022 were as follows:
Schedule of weighted average remaining lease term and weighted average discount rate | |
| | |
| |
| |
September 30, | | |
December 31, | |
Operating leases | |
2023 | | |
2022 | |
Weighted average remaining lease term (years) | |
| 7.75 | | |
| 8.25 | |
Weighted average discount rate | |
| 6.00% | | |
| 6.00% | |
Operating Leases
On January
12, 2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Mumbai, India.
This three-year agreement commenced January 12, 2021 with an annual rent of approximately $50,000.
On May 27,
2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Warwick, United
Kingdom. This ten-year agreement commenced May 27, 2021 with an annual rent of approximately $85,000 with the first six months rent
free.
On August
31, 2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Tempe, Arizona.
This five-year agreement commenced August 31, 2021 with an annual rent of approximately $192,000.
On October
20, 2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Warwick, United
Kingdom. This ten-year agreement commenced October 20, 2021 with an annual rent of approximately $200,000 with the first six months
rent free.
On March 9, 2022, the Company entered into an
operating lease agreement to rent office space in Houston, Texas. This ten-year agreement commenced March 9. 2022 with an annual rent
of approximately $81,000 with the first twelve months rent free.
On June 28, 2023, the Company recognized a gain on deconsolidation of
$1,775,869 related to Optilan (UK) and its subsidiaries leases.
NOTE
13 - STOCKHOLDERS' EQUITY (DEFICIT)
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
per share, for all classes. As of September 30, 2023 and December 31, 2022, there were 88,335
and 88,335
total preferred shares issued and outstanding for all classes, respectively.
Common
Stock
In
accordance with the Company’s Certificate of Incorporation, the Company has authorized a total of 20,000,000,000
shares of common stock, par value $0.0001
per share. As of September 30, 2023 and December 31, 2022, there were 7,639,945,289
and 6,427,395,360
common shares issued, respectively. As of September 30, 2023 and December 31, 2022, there were 7,639,845,289
and 6,427,295,360
common shares outstanding, respectively.
2023
Transactions
On May 27, 2022, we entered an Equity Financing
Agreement (the “2022 EFA”) and Registration Rights Agreement (the “RRA”) with GHS, pursuant to which
GHS agreed to purchase up to $70,000,000 in shares of our Common Stock, from time to time over the course of 24 months after effectiveness
of a registration statement on Form S-1 (the “Registration Statement”) of the underlying shares of Common Stock.
On April 28, 2023 the Company entered into an
Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common Stock over the course of 12 months
at 92% of the current market price.
On June 13, 2023 the Company entered into an Amendment
to the 2023 Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common Stock over the course
of 12 months at 92% of the current market price.
On July 10,2023 the Company entered into a Second Amendment to the 2023
Equity Financing Agreement with GHS, to which GHS agreed to purchase up to $30,000,000 in shares of our Common Stock over the course of
12 months at 92% of the current market price.
On September 5, 2023, we entered into a Stock
Purchase Agreement with an investor for the purchase of 100,000,000 shares of Common Stock for a total consideration of $100,000.
The RRA provides that we shall (i) use our best
efforts to file with the SEC a Registration Statement within 45 days of the date of the GHS Registration Rights Agreement; and (ii) have
the Registration Statement declared effective by the SEC within 30 days after the date the GHS Registration Statement is filed with the
SEC, but in no event more than 90 days after the GHS Registration Statement is filed.
The below table of puts from 1/12/2023 through
4/11/2023 were made by the Company under the 2022 EFA during 2023. The put from 4/28/2023 was made under the EFA dated 4/28/2023. The
puts from 6/26/2023 and 7/3/2023 were made by the Company under the Amended EFA dated June 13, 2023. The 7/10/2023 put was made by the
Company under the Second Amended EFA dated July 10, 2023.
Schedule of equity financing agreement | |
| |
| | |
| |
| | |
Date of Put | |
Number of Common Shares Issued | |
Total Proceeds, Net of Discounts | |
Effective Price per Share | |
Net Proceeds | |
1/12/2023 | |
64,130,435 | |
$ | 400,000 | |
$0.006237 | |
$ | 370,975 | |
1/17/2023 | |
11,441,647 | |
| 100,000 | |
$0.008740 | |
| 100,000 | |
1/24/2023 | |
77,733,861 | |
| 400,000 | |
$0.005146 | |
| 370,975 | |
2/3/2023 | |
61,173,706 | |
| 300,000 | |
$0.004904 | |
| 277,975 | |
2/17/2023 | |
75,447,571 | |
| 300,000 | |
$0.003976 | |
| 277,975 | |
3/1/2023 | |
83,113,044 | |
| 324,000 | |
$0.003898 | |
| 300,295 | |
3/16/2023 | |
93,165,852 | |
| 254,232 | |
$0.002729 | |
| 235,410 | |
3/30/2023 | |
65,465,384 | |
| 166,903 | |
$0.002549 | |
| 154,195 | |
4/11/2023 | |
67,462,162 | |
| 203,553 | |
$0.003017 | |
| 188,280 | |
4/28/2023 | |
91,796,875 | |
| 235,000 | |
$0.002560 | |
| 208,550 | |
6/26/2023 | |
44,583,334 | |
| 214,000 | |
$0.004800 | |
| 141,020 | |
7/3/2023 | |
51,442,308 | |
| 274,058 | |
$0.004200 | |
| 257,020 | |
7/10/2023 | |
28,593,750 | |
| 91,500 | |
$0.003200 | |
| 85,094 | |
9/5/2023 | |
100,000,000 | |
| 100,000 | |
$0.001000 | |
| 100,000 | |
| |
915,549,929 | |
$ | 3,363,246 | |
| |
$ | 3,067,764 | |
In January 2023, the Company entered into a settlement
of a dispute between certain stockholders in which the Company decided, during the period ended June 30, 2023, to issue shares to settle
the dispute. In January 2023, the Company issued 297,000,000 shares of common stock to the individuals. The fair value of $1,989,900,
or $0.0067 per share, was included in professional fees in the consolidated statements of operations in the nine months ended September
30, 2023. As part of this transaction $280,536 of accrued liabilities have been
reversed.
NOTE
14 - 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
DarkPulse, Inc. v. Twitter, Inc.
As disclosed in greater detail in the Company’s
Form 10-Q, filed September 22, 2023, the Company is actively investigating potential claims against the @MIKEWOOD and @BullMeechum3 Twitter
accounts. There are no material updates to this matter.
Carebourn Capital, L.P. v. DarkPulse, Inc.
As disclosed in greater detail in the Company’s
Form 10-Q, filed September 22, 2023, the Company remains in active litigation with Carebourn Capital, L.P. (“Carebourn”) in
Minnesota state court. The following discloses the material updates for this matter.
On August 22, 2023, the Minnesota
state held oral arguments on the Company’s motion for summary judgment on its counterclaims, which seek an award of damages in the
amount of $124,012.91 (excluding pre- and post-judgment interest), attorneys’ fees in the amount of $267,951.33, and costs in the
amount of $50,785.50.
The Company is currently awaiting
a decision on its motion for summary judgment.
More Capital, LLC v. DarkPulse, Inc. et al
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company remains in active litigation with More Capital, LLC (“More”)
in Minnesota state court. The following discloses the material updates for this matter.
On August 22, 2023, the Minnesota
state held oral arguments on the Company’s motion for summary judgment on its motion for summary judgment on its affirmative defenses
and counterclaims, the latter of which seek an award of damages in the amount of $300,809.39 (excluding pre- and post-judgment interest),
attorneys’ fees in the amount of $111,019.00, and costs in the amount of $195.75.
The Company is currently awaiting
a decision on its motion for summary judgment.
Carebourn Capital et al v. Standard Registrar
and Transfer et al
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company remains in active litigation with Carebourn Capital, L.P. (“Carebourn”)
and More Capital, LLC (“More,” and together with Carebourn, the “Noteholders”) in the United States District Court
for the District of Utah. The following discloses the material updates for this matter.
On September 27, 2023, the U.S.
Securities and Exchange Commission (“SEC”) prevailed on its motion for summary judgment against Carebourn that sought declaratory
judgment that Carebourn is an unregistered dealer acting in violation of Section 15(a) of the Securities Exchange Act of 1934.
On November 1, 2023, the Noteholders
filed a motion to dismiss this litigation with prejudice (the “Dismissal Motion”).
On November 2, 2023, the Company
filed a cross-motion to the Dismissal Motion, wherein the Company did not oppose the Noteholders’ request for dismissal with prejudice
and cross-moved for sanctions against the Noteholders and their attorneys of record. The Noteholders’ opposition thereto is due
on or before November 16, 2023.
The Company maintains that the
Noteholder’s lawsuit is duplicative of the first-filed lawsuits commenced by the Noteholder’s in Minnesota state court. The
Company intends to vigorously defend itself against the Noteholder’s Utah lawsuit.
Goodman et al. v. DarkPulse,
Inc.
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company settled a dispute with Stephen Goodman, Mark Banash, and David
Singer. Accordingly, there are no material updates for this matter.
DarkPulse, Inc. v. FirstFire
Global Opportunities Fund, LLC, and Eli Fireman
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company remains in active litigation with FirstFire Global Opportunities
Fund, LLC (“FirstFire”), and Eli Fireman (“Fireman”) (FirstFire and Fireman together, the “FirstFire Parties”).
The following discloses the material updates for this matter.
On September 12, 2023, the United
States Court of Appeals for the Second Circuit (“Second Circuit”) calendared oral arguments for the appeal—which challenges
United States District Court for the Southern District of New York’s granting the FirstFire Parties’ motion to dismiss—for
the week of December 11, 2023.
On October 12, 2023, the Second
Circuit scheduled oral arguments for the appeal on December 13, 2023.
The Company remains committed to actively litigating its claims for relief
under the Securities Exchange Act of 1934 and Racketeer Influenced and Corrupt Organizations Act.
DarkPulse, Inc. v. EMA Financial, LLC et al
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company settled a dispute with EMA Financial, LLC (“EMA”),
EMA Group, Inc. (“EMA Group”), and Felicia Preston (“Preston”) (EMA, EMA Group, and Preston together, the “EMA
Parties”). Accordingly, there are no material updates for this matter.
DarkPulse, Inc. v. Brunson Chandler & Jones,
PLLC et al
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company remains in active litigation with Brunson Chandler & Jones,
PLLC (“Brunson Firm”), and Lance B. Brunson (“Brunson,” and together with the Brunson Firm, the “Brunson
Parties”).
The Company remains committed
to litigating its claims and affirmative defenses against the Brunson Parties.
DarkPulse, Inc., et al v. Crown Bridge Partners,
LLC, et al
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company—alongside two other plaintiffs, Social Life Network, Inc.
and Redhawk Holdings Corp. —remains in active litigation with Crown Bridge Partners, LLC, Soheil Ahdoot, and Sepas Ahdoot (“Crown
Bridge Defendants”). The following discloses the material updates for this matter.
On September 29, 2023, the United
States District Court for the Southern District of New York granted the Crown Bridge Defendants’ motion to dismiss.
On October 24, 2023, the Company,
alongside Social Life Network, Inc. and RedHawk Holdings Corp., appealed the district court’s decision to the United States Court
of Appeals for the Second Circuit. Briefing has not yet been scheduled for this appeal.
The Company remains committed
to actively litigating its Racketeer Influenced and Corrupt Organizations Act claims against the Crown Bridge Defendants.
Benner et al v. DarkPulse, Inc. et al
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company and its CEO, Dennis O’Leary (together with the Company,
the “DPLS Defendants”), remain in active litigation with J. Merlin Benner, Phillip J. Benner, Benjamin P. Benner, Jonas M.
Benner, and Angelica M. Benner (collectively, the “Benner Parties”) in the United States District Court for the Southern District
of Texas. The following discloses the material updates for this matter.
On June 30, 2023, the DPLS Defendants
filed their answer to the Benner Parties’ complaint, wherein they interposed numerous affirmative defenses. The parties have since
began conducting discovery in this matter.
The Company remains committed
to actively litigating its affirmative defenses to the Benner Parties’ claims.
GS Capital Partners, LLC v. DarkPulse, Inc.
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company was sued by GS Capital Partners, LLC (“GS Capital”)
in the Supreme Court for New York County. The following discloses the material updates for this matter.
On or about September 27, 2023,
the Company and GS Capital confidentially settled the dispute. On or about October 3, 2023, the parties filed a stipulation with the court
to vacate the judgment entered against the Company and in favor of GS Capital, vacate the motion filed by the Company, and discontinue
the action.
On or about October 9, 2023, the court vacated the
judgment. The parties are currently waiting for the court to dismiss the action.
From time to time, we may become involved in litigation
relating to claims arising out of our operations in the normal course of business. We are not currently involved in any pending legal
proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are
a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our business,
financial condition and operating results.
NOTE 15 – RELATED
PARTY TRANSACTIONS
The Company
follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related
party transactions. Pursuant to Section 850-10-20 the related parties include a) affiliates of the Company; b) Entities for which
investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection
of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as
pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management
of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or
operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate
interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that
have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of
the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures
of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary
course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements
is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of
the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income
statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial
statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of
any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties
as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
During the
nine months ended September 30, 2023 and 2022, certain executives of the Company received $120,000 and $0, respectively, in Directors
fees from Optilan for being members of Optilan’s Board of Directors.
Remote Intelligence and Wildlife Specialists
Loan Payables
RI has a loan payable with the former majority
shareholder, who is a shareholder in the Company after the acquisition of 60% of RI’s membership interests. The loan is unsecured,
non-interest bearing and due on demand. As of both September 30, 2023 and December 31, 2022, the outstanding balance was $226,247.
WS has a loan payable with the former majority
shareholder, who is a shareholder in the Company after the acquisition of 60% of WS’s membership interests. The loan is unsecured,
non-interest bearing and due on demand. As of both September 30, 2023 and December 31, 2022, the outstanding balance was $135,500.
SPAC
Transaction
On October
12, 2022, the Company entered into and closed the Purchase Agreement (the “Agreement”) pursuant to which the Company purchased
2,623,120 shares of Class B Common Stock (the “Class B Common Stock”) and 4,298,496 Private Placement Warrants, each
of which is exercisable to purchase one share of Class A Common Stock (the “Warrants,” together, with the Class B Common Stock,
the “Securities”) of Gladstone Acquisition Corp., a Delaware corporation (NASDAQ: GLEE) (the “SPAC”), from Gladstone
Sponsor, LLC (“Original Sponsor”) for $1,500,000 (the “Purchase Price”). The SPAC subsequently changed its name
to Global Systems Dynamics, Inc. (“GSD”).
As of September
30, 2023 and December 31, 2022, the Company’s $1,500,000 investment in GSD was accounted for as cost.
In addition to the payment of the Purchase Price,
the Company also assumed the following obligations: (i) responsibility for all of SPAC’s public company reporting obligations, (ii)
the right to provide an extension payment and extend the deadline of the SPAC to complete an initial business combination from 15 months
from August 9, 2021 to 18 months for an additional $1,150,000, and (iii) all other obligations and liabilities of the Original Sponsor
related to the SPAC. The principal balance of this note shall be payable by GSD on the earlier to occur of: (i) the date on which
GSD consummates its initial business combination (the “Business Combination”) and (ii) the date that the winding up of GSD
is effective. The note does not bear interest. On February 7, 2023 and March 9, 2023, GSD issued a non-convertible promissory note in
the aggregate principal amount of $167,894 ($83,947 per month) to the Company in connection with the extension of the termination date
for the GSD’s initial business combination. As of September 30, 2023 and December 31, 2022, the outstanding note receivable was
$1,612,565 and $1,049,248, respectively.
As of September 30, 2023 and December 31, 2022,
the Company has $948,362 and $318,025, respectively, owed from GSD and included as due from related party on the consolidated balance
sheet. These advances were made to pay for certain expenses on behalf of the SPAC, as well as $120,000 in accrued management fees. The
advances are unsecured, non-interest bearing and due on demand.
NOTE
16 – SUBSEQUENT EVENTS
Subsequent to period end, the Company issued 88,888,888
shares to a third party in exchange for cash in accordance with its equity agreement.
On
September 29, 2023, the Company entered into a convertible note for a principal of $57,750, which was funded on October 4, 2023. The note
bears interest at a rate of 10% per annum and matures after one year. Following 180 days from the note, the noteholder may convert at
a discount of 39%. The Company has reserved a sufficient number of shares of common stock for issuance upon full conversion of the note
in accordance with the terms.
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of DarkPulse,
Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated
balance sheet of DarkPulse, Inc. (the “Company”) as of December 31, 2022, and the related consolidated statements of operations,
comprehensive loss, stockholders’ (deficit) equity, and cash flows for the year ended December 31, 2022, and the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s
Ability to Continue as a Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has
incurred significant operating losses and negative cash flows. The Company also has an accumulated deficit of approximately $46.6 million
at December 31, 2022. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities
to execute its plans and continue operations. These conditions raise substantial doubt about the Company’s ability to continue as
a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken
as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters
or on the accounts or disclosures to which it relates.
Revenue Recognition
As discussed in Note 2 to the financial statements,
the Company recognizes revenue from the sale of services, which consist primarily of advanced technology solutions for integrated communications
and security systems. At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies
a performance obligation for each, in accordance with ASC 606, Revenue from Contracts with Customers. To determine the performance obligation,
the Company considers all products and services promised in the contract. Revenue is recognized over time using the input measure as it
most accurately represents the value of goods and services transferred to the customer.
The primary procedures we performed to address
this critical audit matter included:
| · | We reviewed the underlying agreements and contracts
and assessed the terms to determine if the performance obligation was met and for the correct amount. |
| · | We recalculated the mathematical accuracy of
the revenue. |
| · | We tested the contract costs to ensure they are
being properly recorded. |
| · | We assessed the adequacy of any loss provisions
by reviewing the Company’s estimated costs to complete contracts and to ensure it is sufficient. |
| · | We recalculated the margins on contracts to ensure they are consistent
over the entire term of the contract and its related performance obligation. |
Impairment Analysis
As discussed in Note 8 to the financial statements,
management performed their annual impairment analysis during the year ended December 31, 2022. As disclosed by management, the determination
of fair value using the income approach requires the use of significant estimates and assumptions, including forecasted revenue growth
rates and discount rates. The determination of fair value using the market multiples approach requires the use of revenue multiples, as
applicable, based on operating data from guideline publicly traded companies. If the fair value of the reporting unit is less than its
carrying value, a non-cash impairment charge is recorded in an amount equal to that difference with the loss not to exceed the total amount
of goodwill allocated to the reporting unit. Additionally, intangible assets subject to amortization were also reviewed for impairment.
An impairment on the intangible assets shall be recognized only if the carrying amount is not recoverable and exceeds its fair value.
The carrying amount of an intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result
from the use and eventual disposal of the asset. An impairment loss shall be measured as the amount by which the carrying amount of an
intangible asset exceeds its fair value.
As a result of the annual impairment assessment,
the Company concluded that there was impairment to the intangible assets and goodwill in the aggregate of approximately $12.2 million.
The principal considerations for our determination
that performing procedures relating to the impairment analyses is a critical audit matter are the significant judgment by management
when developing the fair value measurements of the reporting unit, which in turn led to a high degree of auditor judgment, subjectivity
and effort in performing procedures and evaluating audit evidence related to management's significant assumptions related to forecasted
revenue growth rates, discount rates, and revenue multiples, as applicable. In addition, the audit effort involved the use of professionals
with specialized skill and knowledge.
Addressing the matter involved performing procedures
and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures
included, among others (1) testing management’s process for developing the fair value estimates of the reporting units, (2) evaluating
the allocation of assets and liabilities to the reporting units, (3) evaluating the appropriateness of the income and market approaches,
(4) testing the completeness and accuracy of the underlying data used in the income and market multiple approaches, and (5) evaluating
the significant assumptions used by management related to forecasted revenue growth rates, discount rates, and revenue multiples, as applicable.
Evaluating management’s assumptions related to forecasted revenue growth rates involved evaluating whether the assumptions used
by management were reasonable considering (1) the current and past performance of the reporting unit, (2) the actions necessary to achieve
future forecasts, (3) the consistency with external market data, and (4) whether these assumptions were consistent with evidence obtained
in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the income approach
and the discount rates, as well as the selection and calculation of revenue multiples, as applicable.
The primary procedures we performed to address
this critical audit matter included:
| · | We evaluated and recomputed the methodology used
in connection with the Company’s impairment analysis, including review of the appropriate accounting literature, valuation model,
significant assumptions used, and the completeness and accuracy of the underlying data used; |
| · | With the assistance of our valuation specialists,
we assessed the significant assumptions used by management relating to forecasted revenue growth rates, discount rates, and revenue multiples
as applicable.; |
| · | We assessed the appropriate interpretation and
application used by management of the FASB’s Accounting Standards Codification for the impairment analysis including topics ASC
350 - Intangibles – Goodwill and Other, ASC 360 - Property, Plant, and Equipment, and ASC 820 – Fair Value
Measurements and Disclosures; |
| · | We evaluated the reasonableness of the Company’s
projections of future cash flows by comparing the assumptions used in the projections to actual results and other information deemed necessary
as well as tested the mathematical accuracy of the calculations; |
| · | We evaluated the adequacy of the Company’s disclosures in the
financial statements related to the impairment. |
/s/ Mazars USA LLP
We have served
as the Company’s auditor since 2023.
Fort Washington, PA
June 23,
2023
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Of DarkPulse, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance
sheet of DarkPulse, Inc. and its subsidiaries (the “Company”) as of December 31, 2021, the related consolidated statements
of operations, comprehensive loss, stockholders’ deficit, and cash flows for the year ended December 31, 2021, and the related notes
(collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company at December 31, 2021, and the results of its operations and its cash flows
for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability
to Continue as a Going Concern – See also Critical Audit Matters Section Below
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements,
the Company has suffered recurring losses from operations and has a net capital deficiency at December 31, 2021. These conditions raise
substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described
in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides
a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are
matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate) to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Accounting for Embedded Derivative Liabilities
Related to Convertible Debentures
As described in Note 6 to the financial statements,
the Company had convertible debentures that required accounting considerations and significant estimates.
The Company determined that variable conversion features
issued in connection with certain convertible debentures required derivative liability classification. These variable conversion features
were initially measured at fair value and subsequently have been remeasured to fair value at each reporting period. The Company determined
the fair value of the embedded derivatives using the Black-Scholes-Merton option pricing model. The value of the embedded derivative liabilities
related to the convertible debentures was $533,753 at December 31, 2021.
We identified the accounting considerations and related
valuations, including the related fair value determinations of the embedded derivative liabilities of such as a critical audit matter.
Our audit procedures related to the Company’s
accounting considerations and significant estimate included the following, among others:
|
· |
We reviewed the accounting considerations made by the Company in determining the nature of the various features; |
|
· |
We evaluated of the potential derivatives and potential bifurcation in the instruments; |
|
· |
We evaluated the determination of the fair value of the various debt and equity instruments and the conversion features that include valuation models and assumptions utilized by management against current accounting guidance. |
|
· |
We tested the mathematical accuracy of management’s calculations related to the estimate. |
Auditing these elements is especially challenging
and requires auditor judgement due to the nature and extent of audit effort required to address these matters, including the extent of
specialized skill or knowledge needed.
Going Concern Uncertainty – See also Going
Concern Uncertainty explanatory paragraph above
As described further in Note 3 to the consolidated
financial statements, the Company has suffered recurring losses from operations and does not have an established source of revenues sufficient
to cover its operating costs. The ability of the Company to continue as a going concern is dependent on executing its business plan and
ultimately to attain profitable operations. Accordingly, the Company has determined that these factors raise substantial doubt as to the
Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. Management
intends to continue to fund its business by way of public or private offerings of the Company’s stock or through loans from private
investors, in order satisfy the Company’s obligations as they come due for at least one year from the financial statement issuance
date. However, the Company has not concluded that these plans alleviate the substantial doubt related to its ability to continue as a
going concern.
We determined the Company’s ability to continue
as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s available capital and
the risk of bias in management’s judgments and assumptions in their determination. Our audit procedures related to the Company’s
assertion on its ability to continue as a going concern included the following, among others:
|
· |
We performed testing procedures such as analytical procedures to identify conditions and events that indicate that there could be substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
|
· |
We reviewed and evaluated management's plans for dealing with adverse effects of these conditions and events. |
|
· |
We inquired of Company management and reviewed company records to assess whether there are additional factors that contribute to the uncertainties disclosed. |
|
· |
We assessed whether the Company’s determination that there is substantial doubt about its ability to continue as a going concern was adequately disclosed. |
Revenue Recognition
The Company recognizes revenue upon transfer of control
of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services.
Significant judgment is exercised by the Company in
determining revenue recognition for customer agreements, and include the pattern of delivery (i.e., timing of when revenue is recognized)
for each distinct performance obligation.
The related audit effort in evaluating management’s
judgments in determining revenue recognition for customer agreements required a high degree of auditor judgment.
Our principal audit procedures related to the Company’s
revenue recognition for customer agreements included the following:
|
· |
We gained an understanding of internal controls related to revenue recognition. |
|
· |
We evaluated management’s significant accounting policies for reasonableness. |
|
· |
We selected a sample of revenues recognized and performed the following procedures: |
|
o |
Obtained and read contract source documents for each selection and other documents that were part of the agreement, if applicable. |
|
o |
Assessed the terms in the customer agreement and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions. |
|
o |
We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements. |
Business Combinations – Valuation of Intangible
Assets
As described in note 4 of the Consolidated Financial
Statements, the Company completed the acquisitions of 100% of Optilan Guernsey Limited and Optilan Holdco 2 Limited (Optilan) and TJM
Electronics West for $694,527 and $450,000, respectively and 60% of Wildlife Specialists LLC, Remote Intelligence, LLC and TerraData Unmanned,
PLLC for $1,478,000 and $1,478,000, and $600,000 respectively (collectively referred to as the “Acquisitions”) and accounted
for as business combinations. The acquired intangible assets included Optilan Holdco 3, Limited tradename for valued at $4,033,638. The
Company recorded the acquired intangible assets at fair value on the date of acquisition considering a discounted cash flow methodology.
The methods used to estimate the fair value of acquired intangible assets involve assumptions. The assumptions applied by management in
estimating the fair value of acquired intangible assets included income projections and discount rates.
The principal considerations for our determination
that performing procedures relating to the valuation of intangible assets in the Acquisitions is a critical audit matter are (1) there
was a degree in significant auditor judgement and subjectivity in applying procedures to the fair value of the intangible assets acquired
due to the judgment by management when developing estimates and (2) audit effort was required relating to the estimates, projections,
discount rates, and weighted average cost of capital utilized by the Company. In addition, the audit effort involved the use of professionals
with specialized skill and knowledge to assist in performing these procedures and evaluating the conclusions.
Our principal audit procedures to evaluate the valuation
of intangible assets included the following:
|
· |
We read the purchase agreements used in the underlying acquisitions and utilized by the Company to allocate the purchase price. |
|
· |
We obtained the valuation reports prepared by management’s third-party expert. |
|
· |
Utilized professionals with specialized skill and knowledge to evaluate the reasonableness of the methodology, assumptions, including the discount rate and weighted average cost of capital, as compared to their experience and publicly available market data. |
|
· |
Considered the reasonableness of the overall allocation of the total purchase price. |
/s/ Urish Popeck & Co., LLC
We have served as the Company's auditor since 2021.
Pittsburgh, PA
April 15, 2022
DARKPULSE, INC.
Consolidated Balance
Sheets
| |
| | | |
| | |
| |
| |
| |
December 31, | |
| |
2022 | | |
2021 | |
ASSETS | |
| | |
| |
CURRENT ASSETS: | |
| | | |
| | |
Cash | |
$ | 2,060,332 | | |
$ | 3,658,846 | |
Accounts receivable, net | |
| 2,952,293 | | |
| 4,528,249 | |
Inventory | |
| 23,825 | | |
| 11,948 | |
Contract assets | |
| 1,439,844 | | |
| 485,825 | |
Due from related party | |
| 318,025 | | |
| – | |
Prepaid expenses and other current assets | |
| 180,530 | | |
| 181,000 | |
TOTAL CURRENT ASSETS | |
| 6,974,849 | | |
| 8,865,869 | |
| |
| | | |
| | |
NON-CURRENT ASSETS: | |
| | | |
| | |
Property and equipment, net | |
| 1,933,871 | | |
| 1,787,824 | |
Operating lease right-of-use assets | |
| 2,724,226 | | |
| 2,620,993 | |
Patents, net | |
| 267,875 | | |
| 342,962 | |
Notes receivable, related party | |
| 1,049,248 | | |
| – | |
Investment in related party (see Note 17) | |
| 1,500,000 | | |
| – | |
Joint venture | |
| 46,724 | | |
| – | |
Intangible assets, net | |
| 390,330 | | |
| 3,886,588 | |
Goodwill | |
| 6,462,153 | | |
| 17,088,501 | |
Other assets, net | |
| 689,869 | | |
| 843,644 | |
TOTAL NON-CURRENT ASSETS | |
| 15,064,297 | | |
| 26,570,512 | |
TOTAL ASSETS | |
$ | 22,039,145 | | |
$ | 35,436,380 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 10,736,373 | | |
$ | 7,761,241 | |
Contract liabilities | |
| 2,215,212 | | |
| 6,019,371 | |
Loss provision for contracts in progress | |
| 945,928 | | |
| – | |
Convertible notes, net | |
| 378,263 | | |
| 378,263 | |
Notes payable, current | |
| 2,000,000 | | |
| 2,000,000 | |
Derivative liability | |
| 306,467 | | |
| 533,753 | |
Loan payable, current | |
| 472,700 | | |
| 594,562 | |
Loan payable, related party | |
| 361,747 | | |
| 185,247 | |
Secured debenture, current | |
| 136,353 | | |
| – | |
Operating lease liabilities - current | |
| 512,373 | | |
| 364,105 | |
Other current liabilities | |
| 472,217 | | |
| 1,896,218 | |
TOTAL CURRENT LIABILITIES | |
| 18,537,633 | | |
| 19,732,759 | |
| |
| | | |
| | |
NON-CURRENT LIABILITIES: | |
| | | |
| | |
Secured debenture | |
| 954,474 | | |
| 1,172,364 | |
Loan payable | |
| 328,508 | | |
| 358,153 | |
Operating lease liabilities - non-current | |
| 2,547,524 | | |
| 2,474,530 | |
Other liabilities - non-current | |
| – | | |
| 132,931 | |
TOTAL NON-CURRENT LIABILITIES | |
| 3,830,506 | | |
| 4,137,978 | |
TOTAL LIABILITIES | |
| 22,368,139 | | |
| 23,870,738 | |
| |
| | | |
| | |
Commitments and contingencies | |
| – | | |
| – | |
| |
| | | |
| | |
STOCKHOLDERS’ (DEFICIT) EQUITY: | |
| | | |
| | |
Series A Super Voting preferred stock, par value $0.01; 100
shares designated, 100
and 0
shares issued and outstanding at December 31, 2022 and 2021, respectively | |
| 1 | | |
| – | |
Convertible preferred stock - Series D, par value $0.01,
100,000
shares designated, 88,235
shares issued and outstanding as of both December 31, 2022 and 2021 | |
| 883 | | |
| 883 | |
Common stock, par value $0.0001, 20,000,000,000
shares authorized, 6,427,495,360
and 5,197,921,885
shares issued as of December 31, 2022 and 2021, respectively, 6,427,395,360 and 5,197,821,885 shares outstanding as of December 31,
2022 and 2021, respectively | |
| 642,740 | | |
| 519,782 | |
Treasury stock at cost, 100,000
shares at December 31, 2022 and 2021 | |
| (1,000 | ) | |
| (1,000 | ) |
Additional paid-in capital | |
| 44,602,052 | | |
| 20,248,703 | |
Non-controlling interests | |
| 2,119,566 | | |
| 2,358,227 | |
Accumulated other comprehensive loss | |
| (1,137,902 | ) | |
| (284,463 | ) |
Accumulated deficit | |
| (46,555,334 | ) | |
| (11,276,490 | ) |
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY | |
| (328,994 | ) | |
| 11,565,642 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | |
$ | 22,039,145 | | |
$ | 35,436,380 | |
See accompanying notes to consolidated financial statements.
DARKPULSE, INC.
Consolidated Statements
of Operations
| |
| | | |
| | |
| |
Years Ended
December 31, | |
| |
2022 | | |
2021 | |
REVENUES | |
$ | 9,100,255 | | |
$ | 7,783,340 | |
COST OF REVENUES | |
| 14,543,529 | | |
| 6,685,210 | |
GROSS PROFIT (LOSS) | |
| (5,443,274 | ) | |
| 1,098,130 | |
| |
| | | |
| | |
OPERATING (INCOME) EXPENSES: | |
| | | |
| | |
Selling, general and administrative | |
| 4,966,702 | | |
| 3,918,967 | |
Salaries, wages and payroll taxes | |
| 7,457,491 | | |
| 2,653,683 | |
Professional fees | |
| 3,718,171 | | |
| 2,930,245 | |
Depreciation and amortization | |
| 1,568,405 | | |
| 258,306 | |
Impairment expense | |
| 12,222,598 | | |
| – | |
Gain on forgiveness of payables | |
| (312,685 | ) | |
| – | |
Debt transaction expenses | |
| – | | |
| 184,950 | |
TOTAL OPERATING EXPENSES | |
| 29,620,682 | | |
| 9,946,150 | |
| |
| | | |
| | |
OPERATING LOSS | |
| (35,063,956 | ) | |
| (8,848,020 | ) |
| |
| | | |
| | |
OTHER INCOME (EXPENSE): | |
| | | |
| | |
Interest expense | |
| (621,132 | ) | |
| (130,359 | ) |
Change in fair market of derivative liabilities | |
| 227,286 | | |
| 687,124 | |
Gain on forgiveness of liabilities | |
| – | | |
| 3,488,860 | |
Loss on equity investment | |
| (56,781 | ) | |
| – | |
Loss on convertible notes | |
| – | | |
| (35,525 | ) |
Foreign currency exchange rate variance | |
| (2,922 | ) | |
| 11,600 | |
TOTAL OTHER (EXPENSE) INCOME | |
| (453,549 | ) | |
| 4,021,700 | |
| |
| | | |
| | |
NET LOSS | |
$ | (35,517,505 | ) | |
$ | (4,826,320 | ) |
Net loss attributable to noncontrolling interests | |
| 238,661 | | |
| 133,702 | |
Net loss attributable to Darkpulse, Inc. | |
$ | (35,278,844 | ) | |
$ | (4,692,618 | ) |
| |
| | | |
| | |
Net loss per share - basic and diluted | |
$ | (0.01 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | |
Weighted average common shares outstanding - basic and diluted | |
| 5,713,495,965 | | |
| 4,775,929,690 | |
See
accompanying notes to consolidated financial statements.
DARKPULSE, INC.
Consolidated Statements
of Comprehensive Loss
| |
| | | |
| | |
| |
Years Ended December 31, | |
| |
2022 | | |
2021 | |
NET LOSS | |
$ | (35,517,505 | ) | |
$ | (4,826,320 | ) |
| |
| | | |
| | |
OTHER COMPREHENSIVE (LOSS) INCOME | |
| | | |
| | |
Foreign currency translation | |
| (853,439 | ) | |
| 26,539 | |
COMPREHENSIVE LOSS | |
$ | (36,370,944 | ) | |
$ | (4,799,781 | ) |
See
accompanying notes to consolidated financial statements.
DARKPULSE, INC.
Consolidated Statement
of Stockholders’ (Deficit) Equity
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Preferred stock | | |
| | |
| | |
Additional | | |
Non- | | |
Accumulated other | | |
| | |
Total stockholders’ | |
| |
Series A | | |
Series D | | |
Common stock | | |
Treasury stock | | |
paid-in | | |
Controlling | | |
comprehensive | | |
Accumulated | | |
(deficit) | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
capital | | |
Interests | | |
loss | | |
deficit | | |
equity | |
Balance, December 31, 2020 | |
| – | | |
| – | | |
| 88,235 | | |
$ | 883 | | |
| 4,088,762,151 | | |
$ | 408,876 | | |
| 100,000 | | |
$ | (1,000 | ) | |
$ | 1,805,813 | | |
$ | (12,439 | ) | |
$ | 315,832 | | |
$ | (6,450,170 | ) | |
$ | (3,932,205 | ) |
Conversion of convertible notes | |
| – | | |
| – | | |
| – | | |
| – | | |
| 908,659,678 | | |
| 90,866 | | |
| – | | |
| – | | |
| 1,610,853 | | |
| – | | |
| – | | |
| – | | |
| 1,701,719 | |
Common stock issued for cash | |
| – | | |
| – | | |
| – | | |
| – | | |
| 179,974,598 | | |
| 17,997 | | |
| – | | |
| – | | |
| 14,575,330 | | |
| – | | |
| – | | |
| – | | |
| 14,593,327 | |
Common stock issued for acquisitions | |
| – | | |
| – | | |
| – | | |
| – | | |
| 15,000,000 | | |
| 1,500 | | |
| – | | |
| – | | |
| 1,654,500 | | |
| 2,370,666 | | |
| – | | |
| – | | |
| 4,026,666 | |
Stock based compensation | |
| – | | |
| – | | |
| – | | |
| – | | |
| 5,425,453 | | |
| 543 | | |
| – | | |
| – | | |
| 602,207 | | |
| – | | |
| (600,295 | ) | |
| – | | |
| 602,750 | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (600,295 | ) |
Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (4,826,320 | ) | |
| (4,826,320 | ) |
Balance, December 31, 2021 | |
| – | | |
| – | | |
| 88,235 | | |
| 883 | | |
| 5,197,821,885 | | |
| 519,782 | | |
| 100,000 | | |
| (1,000 | ) | |
| 20,248,703 | | |
| 2,358,227 | | |
| (284,463 | ) | |
| (11,276,490 | ) | |
| 11,565,642 | |
Common stock issued for cash | |
| – | | |
| – | | |
| – | | |
| – | | |
| 1,259,746,466 | | |
| 125,975 | | |
| – | | |
| – | | |
| 24,150,333 | | |
| – | | |
| – | | |
| – | | |
| 24,276,308 | |
Common shares returned and cancelled | |
| – | | |
| – | | |
| – | | |
| – | | |
| (33,898,377 | ) | |
| (3,390 | ) | |
| – | | |
| – | | |
| 3,390 | | |
| – | | |
| – | | |
| – | | |
| – | |
Issuance of common stock to settle accounts payable | |
| – | | |
| – | | |
| – | | |
| – | | |
| 3,725,386 | | |
| 373 | | |
| – | | |
| – | | |
| 199,627 | | |
| – | | |
| – | | |
| – | | |
| 200,000 | |
Issuance of preferred shares | |
| 100 | | |
| 1 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (1 | ) | |
| – | | |
| – | | |
| – | | |
| – | |
Foreign currency adjustment | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (853,439 | ) | |
| – | | |
| (853,439 | ) |
Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (238,661 | ) | |
| – | | |
| (35,278,844 | ) | |
| (35,517,505 | ) |
Balance, December 31, 2022 | |
| 100 | | |
$ | 1 | | |
| 88,235 | | |
$ | 883 | | |
| 6,427,395,360 | | |
$ | 642,740 | | |
| 100,000 | | |
$ | (1,000 | ) | |
$ | 44,602,052 | | |
$ | 2,119,566 | | |
$ | (1,137,902 | ) | |
$ | (46,555,334 | ) | |
$ | (328,994 | ) |
See accompanying
notes to consolidated financial statements.
DARKPULSE, INC.
Consolidated Statements
of Cash Flows
| |
| | |
| |
| |
Year Ended
December 31, | |
| |
2022 | | |
2021 | |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (35,517,505 | ) | |
$ | (4,826,320 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 1,568,405 | | |
| 258,306 | |
Gain on forgiveness of payables and liabilities | |
| (312,685 | ) | |
| – | |
Gain on forgiveness of liabilities | |
| – | | |
| (3,488,860 | ) |
Change in fair market of derivative liabilities | |
| (227,286 | ) | |
| (687,124 | ) |
Impairment of goodwill and intangible assets | |
| 12,222,598 | | |
| – | |
Loss on equity investment | |
| 56,781 | | |
| – | |
Loan acquisition costs | |
| – | | |
| (480,450 | ) |
Stock based compensation | |
| – | | |
| 602,750 | |
Amortization of debt discount | |
| – | | |
| 515,975 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| 1,459,978 | | |
| 771,432 | |
Inventory | |
| (11,877 | ) | |
| (11,948 | ) |
Contract assets | |
| (835,161 | ) | |
| (485,825 | ) |
Prepaid expenses and other assets | |
| 154,245 | | |
| (181,000 | ) |
Accounts payable and accrued expenses | |
| 3,498,906 | | |
| (2,041,131 | ) |
Contract liabilities | |
| (2,609,891 | ) | |
| (1,288,315 | ) |
Loss provision for contracts in progress | |
| 784,469 | | |
| – | |
Operating lease liabilities, net | |
| (412,587 | ) | |
| 1,104,884 | |
Other liabilities | |
| (1,556,932 | ) | |
| (1,125,843 | ) |
Net cash used in operating activities | |
| (21,738,542 | ) | |
| (11,363,470 | ) |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Purchases of property and equipment | |
| (2,074,627 | ) | |
| (754,961 | ) |
Investment in related party | |
| (1,500,000 | ) | |
| – | |
Investment in joint venture | |
| (103,505 | ) | |
| – | |
Issuance of note receivable, related party | |
| (1,049,248 | ) | |
| – | |
Advances to related party | |
| (318,025 | ) | |
| | |
Business acquisitions, net of cash received | |
| – | | |
| (583,319 | ) |
Capitalized patents | |
| – | | |
| (191,420 | ) |
Deposits | |
| – | | |
| (159,453 | ) |
Net cash used in investing activities | |
| (5,045,405 | ) | |
| (1,689,153 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from sale of common stock, net of fees | |
| 24,276,308 | | |
| 14,593,327 | |
Proceeds from convertible debentures | |
| – | | |
| 1,102,700 | |
Repayments of convertible debentures | |
| – | | |
| (384,600 | ) |
Proceeds from notes payable | |
| – | | |
| 2,000,000 | |
Net Repayments of loan payable | |
| (110,507 | ) | |
| – | |
Net cash provided by financing activities | |
| 24,165,801 | | |
| 17,311,427 | |
| |
| | | |
| | |
Net change in cash and cash equivalents | |
| (2,618,146 | ) | |
| 4,258,804 | |
Effect of exchange rate on cash | |
| 1,019,632 | | |
| (600,295 | ) |
Cash at beginning of year | |
| 3,658,846 | | |
| 337 | |
Cash at end of year | |
$ | 2,060,332 | | |
$ | 3,658,846 | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information: | |
| | | |
| | |
Cash paid for income taxes | |
$ | – | | |
$ | – | |
Cash paid for interest | |
$ | 369,063 | | |
$ | – | |
| |
| | | |
| | |
Non-cash financing and investing activities: | |
| | | |
| | |
Issuance of common stock per TerraData Acquisition | |
$ | 200,000 | | |
$ | – | |
Issuance of common stock for convertible notes payable and interest | |
$ | – | | |
$ | 181,560 | |
Issuance of common stock for Wildlife Specialists and Remote Intelligence | |
$ | – | | |
$ | 1,654,500 | |
Non-controlling interest for Wildlife Specialists and Remote Intelligence | |
$ | – | | |
$ | 2,370,666 | |
See
accompanying notes to consolidated financial statements.
DARKPULSE, INC.
Notes to the Consolidated
Financial Statements
For the Years ended December
31, 2022 and 2021
NOTE 1 – BASIS
OF FINANCIAL STATEMENT PRESENTATION
Organization
and Description of Business
DarkPulse,
Inc. (“DPI” or “Company”) is a technology-security company incorporated in 1989 as Klever Marketing, Inc. (“Klever”).
Its’ wholly-owned subsidiary, DarkPulse Technologies Inc. (“DPTI”), originally started as a technology spinout from
the University of New Brunswick, Fredericton, Canada. The Company’s security and monitoring systems will initially be delivered
in applications for border security, pipelines, the oil and gas industry and mine safety. Current uses of fiber optic distributed sensor
technology have been limited to quasi-static, long-term structural health monitoring due to the time required to obtain the data and
its poor precision. The Company’s patented BOTDA dark-pulse sensor technology allows for the monitoring of highly dynamic environments
due to its greater resolution and accuracy.
The Company’s
subsidiaries consist of Optilan HoldCo 3 Limited, a company headquartered in Coventry, United Kingdom (“Optilan”) whose
focus is in telecommunications, energy, rail, critical network infrastructure, pipeline integrity systems, renewables and security; Remote
Intelligence, LLC, a company headquartered in Pennsylvania who provides unmanned aerial drone and unmanned ground crawler (UGC) services
to a variety of clients from industrial mapping and ecosystem services, to search and rescue, to pipeline security; Wildlife Specialists,
LLC, a company headquartered in Pennsylvania who provides clients with comprehensive wildlife and environmental assessment, planning,
and monitoring services; TerraData Unmanned, PLLC, a company headquartered in Florida who custom manufactures NDAA compliant drones and
unmanned ground crawlers to meet the needs of its customers; and TJM Electronics West, Inc., a company headquartered in Arizona who is
a U.S. manufacturer and tester of advanced electronics, cables and sub-assemblies specializing in advanced package and complex CCA and
hardware.
NOTE 2 – SIGNIFICANT
ACCOUNTING POLICIES
A summary of
the significant accounting policies consistently applied in the preparation of the accompanying financial statements are as follows:
Basis
of Presentation and Principles of Consolidation
The Company’s
consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“US
GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries. All material
intercompany balances and transactions have been eliminated in consolidation.
Our consolidated
financial statements as of December 31, 2022 and 2021 include the accounts of DarkPulse Inc. and its subsidiaries:
DarkPulse Technologies
Inc. (“DPTI”), a New Brunswick, Canada corporation, a wholly owned subsidiary, incorporated December 16, 2010.
DPTI owns 100%
of DarkPulse Technology Holdings Inc., a New York corporation, incorporated July 6, 2017.
On August
9, 2021, the Company entered into a Share Purchase Agreement with Optilan Guernsey Limited and Optilan Holdco 2 Limited (the “Sellers”),
pursuant to which the Company purchased from the Sellers all of the issued and outstanding equity interests of Optilan HoldCo 3 Limited,
a private company incorporated in England and Wales (“Optilan”) for £1.00. In connection with the acquisition,
the Company acquired $14,828,459 in assets and assumed liabilities totaling $25,179,320. As of August
9, 2021, the Company owns all of the equity interests of Optilan. Refer to Note 4 for the assets acquired and liabilities assumed of Optilan.
On August
30, 2021, the Company closed two separate Membership Interest Purchase Agreements with Remote Intelligence, Limited Liability Company,
a Pennsylvania limited liability company (“RI”) and Wildlife Specialists, LLC, a Pennsylvania limited liability company
(“WS”) pursuant to which the Company agreed to pay to the majority shareholder of each of RI and WS an aggregate of
15,000,000
shares of the Company’s Common Stock and $1,000,000
in exchange for 60%
ownership of each of RI and WS.
On September
8, 2021, the Company entered into and closed the Stock Purchase Agreement with TJM Electronics West, Inc., an Arizona corporation (“TJM”),
and TJM’s shareholders, pursuant to which we agreed to purchase all of the equity interests in TJM in exchange for $450,000.
Effective
October 1, 2021 the Company entered into and closed the Membership Purchase Agreement with TerraData Unmanned, PLLC, a Florida
limited liability company (“TerraData”), and Justin Dee, the sole shareholder of TerraData, pursuant to which the
Company agreed to purchase 60%
of the equity interests in TerraData in exchange for 3,725,386
shares of the Company’s Common Stock and $400,000.
The Company evaluates its relationships with other
entities to identify whether they are variable interest entities (“VIE”) as defined by Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”), and
to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary,
then that entity is consolidated.
Use of
Estimates
The preparation of the Company’s financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include,
but are not limited to, assumptions used to calculate derivative liabilities, revenue recognition and impairment of long-lived assets.
The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes
to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances,
facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those
estimates.
Reclassifications
Certain amounts in the Company’s prior
year consolidated financial statements have been reclassified to conform to their current year presentation. The
reclassifications are primarily due to contract related assets and liabilities. In addition, certain other assets of $560,760 were
reclassified from current to long-term and certain liabilities of $185,247 were reclassified from long-term to current. As a
result of these reclassifications, our working capital deficit increased by $746,006 as compared to amounts previously
reported. There were no changes to previously reported total assets, total liabilities, or equity. There were no changes
to previously reported operating or net loss and no changes to previously reported cash flows from operating, investing, or
financing activities.
Cash
The Company
considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places
its cash with high credit quality financial institutions. The Company’s account at this institution is insured by the Federal Deposit
Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such a financial institution,
the Company evaluates at least annually the rating of the financial institution in which it holds deposits. As of December 31, 2022,
there was $640,614 of cash held at the US entities in excess of federally insured limits.
Accounts Receivable
Accounts receivable
and contract assets include amounts billed to customers under the terms and provisions of the contracts. Most billings are determined
based on contractual terms. As is common practice in the industry, the Company classifies all accounts receivable and contract assets,
including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly,
collection of retainage on those contracts may extend beyond one year. Contract assets include amounts billed to customers under retention
provisions in construction contracts. Such provisions are standard in the Company’s industry and usually allow for a portion of
progress billings on the contract price, typically 5-10%, to be withheld by the customer until after the Company has completed work on
the project. Billings for such retention balances at each balance sheet date are finalized and collected after project completion. Generally,
unbilled amounts will be billed and collected within one year. The Company determined that there are no material amounts due past one
year and no material amounts billed but not expected to be collected within one year.
Each month, the Company reviews
its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known
or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all
means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2022 and 2021, the
Company determined that the allowance for doubtful accounts was $3,320,983 and $3,365,293, respectively.
Accounts receivable
includes retainage amounts for the portion of the contract price earned by us for work performed but held for payment by the customer
as a form of security until we reach certain construction milestones or complete the project. As of December 31, 2022 and 2021, retainage
receivable was $824,777 and $497,773, respectively.
Foreign
Currency Translation
The Company’s reporting currency is US Dollars.
The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, British Pound (“GBP”)
as the functional currency, as well as the Turkish lira, Emiraes Dirham, Azerbajani Manat and Indian Rupee. The accounts of one of the
Company’s subsidiaries is maintained using the appropriate local currency, Canadian Dollar (“CAD”) as the functional
currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical
rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation
adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain.
Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional
currency are included in the statements of operations as foreign currency exchange variance.
The
relevant translation rates are as follows: for the year ended December 31, 2022 a closing rate at 1.20582
US$: GBP, average rate at 1.23710
US$:GBP, and closing rate of 1.375103
US$:CAD.
The
relevant translation rates are as follows: for the year ended December 31, 2021 a closing rate at 1.353583 US$:
GBP, average rate at 1.375671 US$:GBP
and for the Optilan acquisition closing rate at 1.38138
US$: GBP.
Long-Lived Assets and Goodwill
The Company
accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal
of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying
amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount
of the asset exceeds the fair value of the asset.
Indefinite-lived
intangible assets established in connection with business combinations consist of the tradename. The impairment test for identifiable
indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value.
If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
The Company
accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents
the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires
that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances
indicate that the fair value of an asset has decreased below its carrying value. This guidance simplifies the accounting for goodwill
impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. The quantitative
impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value,
but not to exceed the carrying amount of goodwill. It is our practice, at a minimum, to perform a qualitative or quantitative goodwill
impairment test in the fourth quarter every year. The Company has one reporting unit it evaluates during its impairment test.
During the year ended December 31, 2022, management
determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s reporting unit
may not be recoverable. The qualitative assessment was primarily due to underperformance of the Company’s subsidiaries as compared
to the Company’s initial projections at the time of each respective acquisition. Specifically, in 2022 the Company determined that
certain revenue targets would not be achieved and anticipated costs to complete projects were higher than forecasted. As such, the Company
compared the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $12,222,598 pertaining to impairment
and goodwill in the consolidated statements of operations. The Company recorded impairment of the indefinite-lived intangible asset of
$2,703,456, and impairment of goodwill of $9,519,143. The Company has one reporting unit which was evaluated in the impairment test noted
above. Refer to Notes 4 and 8.
In determining
the fair value of the reporting unit, management estimated the price that would be received to sell the reporting unit as a whole in an
orderly transaction between market participants at the measurement date. This includes reviewing market comparables such as revenue multipliers
and assigning certain assets and liabilities to the reporting units, such as the respective working capital deficits of each entity and
debt obligations that would need to be assumed by a market participant buyer in an orderly transaction. The Company calculated the carrying
amounts of the reporting unit by utilizing the entities’ assets and liabilities at December 31, 2022, including the carrying value
of the identifiable intangible assets and goodwill assigned to the respective reporting unit.
Property
and Equipment
Property and
equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable
assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized.
Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from
service. When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated
depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred.
The estimated
useful lives of property and equipment are generally as follows:
Schedule of estimated useful lives |
|
|
|
|
Years |
Office furniture and fixtures |
|
4 |
Plant and equipment |
|
4-8 |
Leasehold Improvements |
|
10 |
Motor vehicles |
|
3 |
Revenue
Recognition
The Company’s
revenues are generated primarily from the sale of our services, which consist primarily of advanced technology solutions for integrated
communications and security systems, as well as habitat management. The Company’s sales of products are primarily generated from
our TJM subsidiaries. Sales of products and services are separate from one another. At contract inception, we assess the goods and services
promised in the contract with customers and identify a performance obligation for each. To determine the performance obligation, we consider
all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices.
The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration
expected to be received in exchange for transferring goods and services. We recognize service revenues as the performance obligations
are met, which is generally as milestones are satisfied over time. We generally recognize product revenues at the time of shipment, provided
that all other revenue recognition criteria have been met.
The Company
recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which
we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines
are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the
performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance
obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied
to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred
to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services
promised within each contract and determine those that are performance obligations and assess whether each promised good or service is
distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation
when (or as) the performance obligation is satisfied.
The Company
considers each individual sale of service contract to be its own performance obligation. Services in the contract are highly interdependent
and interrelated, and the successful completion of each milestone is necessary for the overall success of the contract. Therefore, each
milestone is not separately identifiable from other promises in the contract, and not distinct and ultimately not individual performance
obligations.
The Company
records revenue over time using the input measure as it is the most faithful depiction of an entity’s performance because it directly
measures the value of the goods and services transferred to the customer. The Company utilizes the Right to Invoice for these contracts,
as the pricing structure is based on various milestones that are specified in the contract. These milestones include Construction Phase
Plan, Start of the construction phase, installation phase, site surveys, fiber splicing, recoveries, and closeouts. There are specified
payments associated with these milestones in the contract, and the value allocated is commensurate with work done. In the event that there
are advances such as upfront retainers and not based on the value, those are recorded as contract liabilities.
In accordance
with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient,
which is to (1) clarify the objective of the collectability criterion for applying paragraph 606-10-25-7; (2) permit an entity to exclude
amounts collected from customers for all sales (and other similar) taxes from the transaction price; (3) specify that the measurement
date for noncash consideration is contract inception; (4) provide a practical expedient that permits an entity to reflect the aggregate
effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied
performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance
obligations; (5) clarify that a completed contract for purposes of transition is a contract for which all (or substantially all) of the
revenue was recognized under legacy GAAP before the date of initial application, and (6) clarify that an entity that retrospectively applies
the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period
of adoption. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those
fiscal years. There was no impact as a result of adopting this ASU on the financial statements and related disclosures. Based on the terms
and conditions of the product arrangements, the Company believes that its products and services can be accounted for separately as its
products and services have value to the Company’s customers on a stand-alone basis. When a transaction involves more than one product
or service, revenue is allocated to each deliverable based on its relative fair value; otherwise, revenue is recognized as products are
delivered or as services are provided over the term of the customer contract.
Cost
of Revenues
Cost of revenues
consists primarily of materials and overhead costs incurred internally and amounts incurred to contract manufacturers to produce
our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service
and third-party original equipment manufacturer costs to provide continuing support to our customers. Cost of revenues also includes
direct labor attributable to revenue service arrangements.
Concentration
of Credit Risk
Financial instruments that potentially subject the
Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company has not experienced any losses
related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial
banking relationships.
As of December 31, 2022, one customer accounted
for 38% of gross accounts receivable.
Leases
The Company
accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified
as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability,
calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental
borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized
over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line
rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset
results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.
In calculating
the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term
leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on
a straight-line basis over the lease term.
Derivative
Financial Instruments
The Company
evaluates the embedded conversion feature within its convertible debt instruments under ASC 815-15 and ASC 815-40 to determine if the
conversion feature meets the definition of a liability and, if so, whether to bifurcate the conversion feature and account for it as
a separate derivative liability. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the
statements of operations. For stock-based derivative financial instruments, the Company uses a lattice model, in accordance with ASC
815-15, Derivative and Hedging, to value the derivative instruments at inception and on subsequent valuation dates. The classification
of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end
of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether
net-cash settlement of the derivative instrument could be required within 12 months after the balance sheet date.
Fair Value
of Financial Instruments
The
Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, Fair Value Measurements
and Disclosures. As defined in FASB ASC 820, the fair value is the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market
data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including
assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market
corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC
820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable
inputs (level 3 measurement) as follows:
Level 1 –
Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those
in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing
basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 –
Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable
as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These
models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time
value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic
measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be
derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments
in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 –
Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally
developed methodologies that result in management’s best estimate of fair value.
The Company’s
derivative liability is a Level 3 liability measured at fair value on a recurring basis. See Note 11.
Equity Investments
The Company uses
the equity method to account for investments in which it has the ability to exercise significant influence over the investee’s
operating and financial policies, or in which its holds a partnership or limited liability company interest in an entity with specific
ownership accounts, unless it has virtually no influence over the investee’s operating and financial policies. The Company follows
the guidance in ASC 323-10-30-2, Joint Ventures, which prescribes the use of the equity method for investments in joint ventures where
the Company has significant influence. Equity method investments are recorded at cost and are adjusted to recognize (1) the Company’s
share, based on percentage ownership or other contractual basis, of the investee’s net income or loss after the date of investment,
(2) amortization of the recorded investment that exceeds the Company’s share of the book value of the investee’s net assets,
(3) additional contributions made and dividends received, and (4) impairments resulting from other-than-temporary declines in fair value.
Gain (loss) on equity investment includes realized gains or losses upon the sale of the investment and are included as other income (expense)
in the consolidated statements of operations and comprehensive (loss).
Per
ASC 323-10-30-2, Joint Ventures are accounted for using the equity method, in which the Company initially records its investment at cost,
including transaction costs. Under the equity method, an investment in common stock and in-substance common stock is presented on the
balance sheet of an investor as a single amount. However, any difference between the cost of the investment and the underlying equity
in net assets of an investee — commonly referred to as a basis difference — should be accounted for as if the investee were
a consolidated subsidiary.
Income
Taxes
The Company
accounts for income taxes pursuant to the provision of ASC 740-10, (“ASC 740-10”) which requires, among other things, an asset
and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases
of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is
more likely than not that the net deferred asset will not be realized.
The Company
follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be
uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the
guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all
available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the
resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.
Tax
positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than
50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax
positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the
accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
The Company
believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability
for uncertain tax benefits.
The Company
has adopted ASC 740-10-25, Definition of Settlement which provides guidance on how an entity should determine whether a tax position
is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively
settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively
settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to
be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and
state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years
after they are filed.
The Company's
U.S. subsidiaries were incorporated in 2017, and tax returns have not yet been filed. The Company does not anticipate a tax liability
for the years 2022 and 2021, however may be subject to certain penalties. The Company has filed tax returns in Canada for the year ended
December 31, 2018, and they are still subject to audit.
Non-controlling Interests
Non-controlling interests
are classified as a separate component of equity in the Company's consolidated balance sheets and statements of changes in stockholders’
equity. Net income (loss) and comprehensive income (loss) attributable to non-controlling interests are reflected separately from consolidated
net income (loss) and comprehensive income (loss) in the consolidated statements of comprehensive income (loss) and statements of changes
in stockholders’ equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted
for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated,
any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between
the carrying value and fair value of the retained interest will be recorded as a gain or loss. The Company has non-controlling interests
via its subsidiaries TerraData, Remote Intelligence and Wildlife Specialists.
During
the years ended December 31, 2022 and 2021, the Company recorded a loss of $238,661
and $133,702,
respectively, attributable to non-controlling interests.
Comprehensive
Loss
Comprehensive loss
includes net loss well as other changes in stockholders’ equity that result from transactions and economic events other than those
with stockholders. During the years ended December 31, 2022 and 2021, the Company’s only element of other comprehensive loss was
foreign currency translation.
Stock-based
Compensation
Stock-based
compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the
consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments
over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period).
The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date
fair value of the award.
Pursuant to
ASC Topic 718, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement
date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount
of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at
the reporting date. Further, ASC Topic 718, provides guidance about which changes to the terms or conditions of a share-based payment
award require an entity to apply modification accounting in Topic 718, such as the repricing of share options, which would revalue those
options and the accounting for the cancellation of an equity award whether a replacement award or other valuable consideration is issued
in conjunction with the cancellation. If not, the cancellation is viewed as a replacement and not a modification, with a repurchase price
of $0.
Loss Per
Common Share
The Company
accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements
of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income
(loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing
net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock
options and warrants for each year. In periods where the Company has a net loss, all dilutive securities are excluded. Potentially dilutive
items outstanding as of December 31, 2022 and 2021 are as follows:
Schedule of antidilutive shares | |
| | | |
| | |
| |
Years Ended | |
| |
December 31, | |
| |
2022 | | |
2021 | |
Convertible notes | |
| 65,827,695 | | |
| 1,589,257,888 | |
Series D preferred stock | |
| 176,470 | | |
| – | |
| |
| 66,004,165 | | |
| 1,589,257,888 | |
Recently
Issued Accounting Pronouncements
In November 2021,
the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers, issued by the Financial Accounting Standards Board. This ASU requires entities to recognize and measure
contract assets and contract liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with
Customers (Topic 606). The update will generally result in the recognition of contract assets and contract liabilities at amounts consistent
with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The Company expects that there
would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU.
In August 2020, the FASB issued ASU 2020-06, which
simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible
debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately
present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless
certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income
for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 is applicable for fiscal years
beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company
adopted ASU 2020-06 on January 1, 2022 and the adoption of this ASU did not have a material impact on the Company’s consolidated
financial statements and related disclosures.
Although
there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as
applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial
position or results of operations.
NOTE
3 – LIQUIDITY AND GOING CONCERN
The
Company generated net losses of $35,517,505
and $4,826,320
during the years ended December 31, 2022 and 2021, respectively,
and net cash used in operating activities of $21,738,542
and $11,363,470,
respectively. As of December 31, 2022, the Company’s current liabilities exceeded its current assets by $11,562,784
and an accumulated deficit of $46,555,334.
As of December 31, 2022, the Company had $2,060,332 of
cash.
The
Company will require additional funding during the next twelve months to finance the growth of its current operations and achieve
its strategic objectives. These factors, as well as the uncertain conditions that the Company faces relative to capital raising
activities, create substantial doubt as to the Company’s ability to continue as a going concern. The Company is seeking to
raise additional capital principally through private placement offerings and is targeting strategic partners in an effort to
finalize the development of its products and begin generating revenues. The ability of the Company to continue as a going concern is
dependent upon the success of future capital offerings or alternative financing arrangements or expansion of its operations. The
accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable
to continue as a going concern. Management is actively pursuing additional sources of financing sufficient to generate enough cash
flow to fund its operations for twelve months from the issuance date of these consolidated financial statements. However, management
cannot make any assurances that such financing will be secured.
NOTE 4 – BUSINESS
ACQUISITIONS
Optilan
Holdco 3 Limited
On August
9, 2021, the Company entered into a Share Purchase Agreement with Optilan Guernsey Limited and Optilan Holdco 2 Limited (the “Sellers”),
pursuant to which the Company purchased from the Sellers all of the issued and outstanding equity interests of Optilan HoldCo 3 Limited,
a private company incorporated in England and Wales (“Optilan”) for £1.00. In connection with the acquisition,
the Company acquired $14,828,459
in assets and assumed liabilities totaling $25,179,320.
As shown below, this purchase price consideration is nominal and it was considered $0 for accounting
purposes. As of August 9, 2021, the Company owns all of the equity interests of Optilan.
The Company
has accounted for the purchase using the acquisition method of accounting for business combinations under ASC 805. Accordingly, the purchase
price has been allocated to the underlying assets and liabilities in proportion to their respective fair values. The excess of the consideration
transferred over the estimated fair values of the net assets acquired was recorded as goodwill. The following table summarizes the acquired
assets and assumed liabilities for the fair value of the assets and liabilities recognized at the date of acquisition:
Schedule of fair value of assets and liabilities in acquisition | |
| | | |
| | | |
| | |
(Amounts in US$’s) | |
Amounts Recognized as of Acquisition Date | | |
Measurement Period Adjustments | | |
Fair Value | |
Cash | |
$ | 736,177 | | |
$ | (6,000 | ) | |
$ | 730,177 | |
Accounts receivable | |
| 4,619,381 | | |
| – | | |
| 4,619,381 | |
Inventory | |
| 2,040,887 | | |
| – | | |
| 2,040,887 | |
Property & equipment | |
| 1,393,274 | | |
| – | | |
| 1,393,274 | |
Right-of-use assets | |
| 1,385,825 | | |
| (694,527 | ) | |
| 691,298 | |
Unbilled revenue | |
| 540,321 | | |
| 779,483 | | |
| 1,319,804 | |
Intangible assets: | |
| | | |
| | | |
| | |
Trade name | |
| – | | |
| 4,033,638 | | |
| 4,033,638 | |
Goodwill | |
| 12,181,350 | | |
| (1,830,489 | ) | |
| 10,350,861 | |
Total assets | |
| 22,891,215 | | |
| 2,288,105 | | |
| 25,179,320 | |
Accounts payable | |
| 11,622,018 | | |
| (174,846 | ) | |
| 11,447,172 | |
Contract deposits | |
| 3,168,493 | | |
| – | | |
| 3,168,493 | |
Contract liabilities, current | |
| 4,139,193 | | |
| – | | |
| 4,139,193 | |
Lease liabilities, current | |
| 141,730 | | |
| – | | |
| 141,730 | |
Other current liabilities | |
| 2,496,725 | | |
| 3,157,478 | | |
| 5,654,203 | |
Lease liabilities, noncurrent | |
| 628,529 | | |
| – | | |
| 628,529 | |
Total purchase consideration | |
$ | 694,527 | | |
$ | (694,527 | ) | |
$ | – | |
Wildlife
Specialists, LLC and Remote Intelligence, LLC
On August 30, 2021, the Company closed two
separate Membership Interest Purchase Agreements (the “MPAs”) with Remote Intelligence, Limited Liability
Company, a Pennsylvania limited liability company (“RI”) and Wildlife Specialists, LLC, a Pennsylvania limited
liability company (“WS”) pursuant to which the Company agreed to pay to the majority shareholder of each of RI
and WS an aggregate of 15,000,000
shares of the Company’s common stock (at the fair value of $0.07 per share), $500,000 to be paid on the closing date, and an
additional $500,000 to be paid 12 weeks from closing date in exchange for 60%
ownership of each of RI and WS. RI and WS are now subsidiaries of the Company.
The Company
has accounted for the purchase using the acquisition method of accounting for business combinations under ASC 805. Accordingly, the purchase
price has been allocated to the underlying assets and liabilities in proportion to their respective fair values. The excess of the consideration
transferred over the estimated fair values of the net assets acquired was recorded as goodwill. The following table summarizes the acquired
assets and assumed liabilities for the fair value of the assets and liabilities recognized at the date of acquisition:
Schedule of Condensed Consolidated Balance Sheet | |
| | |
| |
Consideration | |
Cash | |
$ | 500,000 | |
Common stock | |
| 978,000 | |
Purchase price | |
$ | 1,478,000 | |
The allocation
of the total purchase price to the tangible and intangible assets acquired and liabilities assumed by DarkPulse based on the estimated
fair values as of August 29, 2021 was as follows:
Schedule of fair value of assets and liabilities in acquisition | |
| | | |
| | | |
| | |
(Amounts in US$’s) | |
Amounts Recognized as of Acquisition Date | | |
Measurement Period Adjustments | | |
Fair Value | |
Cash | |
$ | 33,910 | | |
$ | (6,098 | ) | |
$ | 27,812 | |
Accounts receivable | |
| 161,866 | | |
| 170,486 | | |
| 332,352 | |
Other current assets | |
| 600 | | |
| 20,947 | | |
| 21,547 | |
Property & equipment | |
| 99,490 | | |
| (77,945 | ) | |
| 21,545 | |
Goodwill | |
| 1,191,085 | | |
| 1,597,593 | | |
| 2,788,678 | |
Total assets | |
| 1,486,951 | | |
| 1,704,983 | | |
| 3,191,934 | |
Assumed liabilities | |
| 393,651 | | |
| 334,950 | | |
| 728,601 | |
Non-controlling interest | |
| – | | |
| 985,333 | | |
| 985,333 | |
Total Consideration for 60% of equity interests | |
$ | 1,478,000 | | |
$ | – | | |
$ | 1,478,000 | |
TJM Electronics
West, Inc.
On
September 8, 2021, the Company entered into and closed the Stock Purchase Agreement with TJM Electronics West, Inc., an Arizona corporation
(“TJM”), and TJM’s shareholders, pursuant to which we agreed to purchase all of the equity interests in TJM in
exchange for $450,000. TJM is now a wholly-owned subsidiary of the Company.
The Company
has accounted for the purchase using the acquisition method of accounting for business combinations under ASC 805. Accordingly, the purchase
price has been allocated to the underlying assets and liabilities in proportion to their respective fair values. The excess of the consideration
transferred over the estimated fair values of the net assets acquired was recorded as goodwill. The following table summarizes the acquired
assets and assumed liabilities for the fair value of the assets and liabilities recognized at the date of acquisition:
Schedule of fair value of assets and liabilities in acquisition | |
| | |
| |
Fair Value | |
Accounts receivable | |
$ | 3,400 | |
Property & equipment | |
| 91,051 | |
Goodwill | |
| 355,549 | |
Total assets | |
| 450,000 | |
Total Consideration | |
$ | 450,000 | |
TerraData
Unmanned, PLLC
Effective
October 1, 2021 the Company entered into and closed the Membership Purchase Agreement (the “TerraData MPA”) with
TerraData Unmanned, PLLC, a Florida limited liability company (“TerraData”), and Justin Dee, the sole shareholder
of TerraData, pursuant to which the Company agreed to purchase 60%
of the equity interests in TerraData in exchange for 3,725,386
shares of the Company’s Common Stock (at the fair value of $0.05 per share) $400,000,
subject to adjustments as defined in the TerraData MPA, to be paid within 12 weeks of closing. TerraData is now a subsidiary of the
Company. The shares were issued to Justin Dee during 2022.
The Company
has accounted for the purchase using the acquisition method of accounting for business combinations under ASC 805. Accordingly, the purchase
price has been allocated to the underlying assets and liabilities in proportion to their respective fair values. The excess of the consideration
transferred over the estimated fair values of the net assets acquired was recorded as goodwill. The following table summarizes the acquired
assets and assumed liabilities for the fair value of the assets and liabilities recognized at the date of acquisition:
Schedule of Condensed Consolidated Balance Sheet | |
| | |
| |
Consideration | |
Cash | |
$ | 400,000 | |
Common stock | |
| 200,000 | |
Purchase price | |
$ | 600,000 | |
The allocation
of the total purchase price to the tangible and intangible assets acquired and liabilities assumed by the Company based on the fair values
as of October 1, 2021 was as follows:
Schedule of fair value of assets and liabilities in acquisition | |
| | |
(Amounts in US$'s) | |
Fair Value | |
Cash | |
$ | 8,691 | |
Goodwill | |
| 992,049 | |
Total assets | |
| 1,000,740 | |
Assumed liabilities | |
| 740 | |
Non-controlling interest | |
| 400,000 | |
Total Consideration for 60% of equity interests | |
$ | 600,000 | |
Unaudited
Supplemental Pro Forma Data
Unaudited pro
forma results of operations for the year ended December 31, 2021 as though the Company acquired Optilan, Wildlife Specialists, Remote
Intelligence, TJM Electronic West and TerraData Unmanned (the “Acquired Companies”) on the first day of each fiscal year
are set forth below.
Proforma results of operations | |
| | |
| |
Year Ended | |
| |
December 31, | |
| |
2021 | |
Pro forma revenues | |
$ | 23,329,213 | |
Pro forma operating income | |
$ | 11,477,923 | |
Pro forma net income | |
$ | 11,264,238 | |
Pro forma net income attributable to DarkPulse | |
$ | 11,912,054 | |
Pro forma net income per share | |
$ | 0.002 | |
Weighted average common shares outstanding | |
| 4,790,929,690 | |
NOTE 5 – REVENUE
The following
table is a summary of the Company’s timing of revenue recognition for the years ended December 31, 2022 and 2021:
Schedule of timing of revenue recognition | |
| | | |
| | |
| |
Years Ended
December 31, | |
| |
2022 | | |
2021 | |
Services and products transferred at a point in time | |
$ | 3,843,274 | | |
$ | 535,407 | |
Services and products transferred over time | |
| 5,256,979 | | |
| 7,247,933 | |
Total revenue | |
$ | 9,100,255 | | |
$ | 7,783,340 | |
The Company
disaggregates revenue by source and geographic destination to depict how the nature, amount, timing and uncertainty of revenue and cash
flows are affected by economic factors.
Revenue by source
consisted of the following for the years ended December 31, 2022 and 2021:
Schedule of revenue by source consisted | |
| | | |
| | |
| |
Years Ended December 31, | |
| |
2022 | | |
2021 | |
Products | |
$ | 560,406 | | |
| 1,533,378 | |
Services | |
| 8,539,849 | | |
| 6,249,962 | |
Total revenue | |
$ | 9,100,255 | | |
$ | 7,783,340 | |
Revenue by
geographic destination consisted of the following for the for the years ended December 31, 2022 and 2021:
Schedule of revenue by geographic destination | |
| | | |
| | |
| |
Years Ended December 31, | |
| |
2022 | | |
2021 | |
North America | |
$ | 1,585,568 | | |
$ | 535,407 | |
United Kingdom | |
| 5,894,060 | | |
| 7,247,933 | |
Rest of world | |
| 1,620,627 | | |
| – | |
Total revenue | |
$ | 9,100,255 | | |
$ | 7,783,340 | |
Contracts
Contract revenue
is recognized over time using the cost-to-cost measure of progress for fixed price contracts. The cost-to-cost measure of progress best
depicts the continuous transfer of control of goods or services to the customer. The contractual terms provide that the customer compensates
the Company for services rendered.
Contract costs
include all direct materials, labor and subcontracted costs, as well as indirect costs related to contract performance, such as indirect
labor, supplies, tools, repairs and the costs of capital equipment. The cost estimation and review process for recognizing revenue over
time under the cost-to- cost method is based on the professional knowledge and experience of the Company’s project managers, engineers
and financial professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis.
Changes in job performance, job conditions and management’s assessment of expected variable consideration are factors that influence
estimates of the total contract transaction price, total costs to complete those contracts and profit recognition. Changes in these factors
could result in revisions to revenue and costs of revenue in the period in which the revisions are determined on a prospective basis,
which could materially affect the Company’s consolidated results of operations for that period. Provisions for losses on uncompleted
contracts are recorded in the period in which such losses are determined.
Performance
Obligations
A performance
obligation is a contractual promise to transfer a distinct good or service to the customer and is the unit of account under Accounting
Standards Codification (“ASC”) Topic 606. The transaction price of a contract is allocated to distinct performance obligations
and recognized as revenue when or as the performance obligations are satisfied. The Company’s contracts often require significant
integrated services and, even when delivering multiple distinct services, are generally accounted for as a single performance obligation.
Contract amendments and change orders are generally not distinct from the existing contract due to the significant integrated service
provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. The
majority of the Company’s performance obligations are completed within one year.
When more than
one contract is entered into with a customer on or close to the same date, the Company evaluates whether those contracts should be combined
and accounted for as a single contract as well as whether those contracts should be accounted for as more than one performance obligation.
This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts, which could change
the amount of revenue and profit recognition in a given period depending upon the outcome of the evaluation.
As of December 31, 2022, the Company had backlog
of approximately $7,079,000. During the year ended December 31, 2022, there was approximately $4,200,000 in revenue recognized pertaining
to backlog as of December 31, 2021.
Contract Assets and Liabilities
The Company bill its customers based
on contractual terms, including, milestone billings based on the completion of certain phases of the work. Sometimes, billing occurs after
revenue recognition, resulting in unbilled revenue, which is accounted for as a contract asset. Sometimes the Company receives advances
payments from our customers before revenue is recognized, resulting in deferred revenue, which is accounted for as a contract liability.
Contract assets in the consolidated
balance sheets represents costs and estimated earnings in excess of billings, which arise when revenue has been recorded but the amount
has not been billed.
Contract assets consist of the following:
Schedule of excess of billings | |
|
|
|
|
|
| |
| |
December 31, | |
| |
2022 | | |
2021 | |
Costs and estimated earnings in excess of billings on uncompleted contracts | |
$ | 1,439,844 | | |
$ | 485,825 | |
Total contract assets | |
$ | 1,439,844 | | |
$ | 485,825 | |
Contract liabilities consist of
the following:
| |
|
|
|
|
|
| |
| |
December 31, | |
| |
2022 | | |
2021 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | |
$ | 2,215,212 | | |
$ | 6,019,371 | |
Total contract liabilities | |
$ | 2,215,212 | | |
$ | 6,019,371 | |
The following
table is a summary of the Company’s activity 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 | |
| 1,880,178 | |
Balance at December 31, 2021 | |
| 6,019,371 | |
Additions through advance billings to or payments from vendors | |
| 3,710,528 | |
Revenue recognized from current period advance billings to or payments from vendors | |
| (7,514,687 | ) |
Balance at December 31, 2022 | |
$ | 2,215,212 | |
Variable Consideration
Transaction
pricing for the Company’s contracts may include variable consideration, such as unapproved change orders, claims, incentives and
liquidated damages. Management estimates variable consideration for a performance obligation utilizing estimation methods that best predict
the amount of consideration to which the Company will be entitled. Variable consideration is included in the estimated transaction price
to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated
with the variable consideration is resolved. Management’s estimates of variable consideration and determination of whether to include
estimated amounts in transaction price are based on past practices with the customer, specific discussions, correspondence or preliminary
negotiations with the customer, legal evaluations and all other relevant information that is reasonably available. The effect of a change
in variable consideration on the transaction price of a performance obligation is typically recognized as an adjustment to revenue on
a cumulative catch-up basis. To the extent unapproved change orders, claims and liquidated damages reflected in transaction price are
not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions
in, or reversals of, previously recognized revenue.
NOTE 6 – ACCOUNTS RECEIVABLE
Accounts receivable
consisted of the following:
Schedule of accounts receivable | |
| | | |
| | |
| |
December 31, | |
| |
2022 | | |
2021 | |
Accounts receivable | |
$ | 6,273,276 | | |
$ | 7,893,542 | |
Less: Allowance for doubtful accounts | |
| (3,320,983 | ) | |
| (3,365,293 | ) |
Accounts receivable, net | |
$ | 2,952,293 | | |
$ | 4,528,249 | |
NOTE 7 –
PROPERTY AND EQUIPMENT, NET
Property and
equipment, net consisted of the following:
Schedule of property, plant and equipment | |
| | | |
| | |
| |
December 31, | |
| |
2022 | | |
2021 | |
Property and equipment | |
$ | 3,942,421 | | |
$ | 1,867,794 | |
Leasehold improvements | |
| 46,934 | | |
| 42,396 | |
Property and equipment at cost | |
| 3,989,355 | | |
| 1,910,190 | |
Less - accumulated depreciation | |
| (2,055,484 | ) | |
| (122,366 | ) |
Property and equipment, net | |
$ | 1,933,871 | | |
$ | 1,787,824 | |
Depreciation
expense was $1,331,972 and $78,465 for the years ended December 31, 2022 and 2021, respectively.
NOTE
8 - GOODWILL AND INTANGIBLE ASSETS
Goodwill
The following
is a summary of activity of goodwill for the years ended December 31, 2022 and 2021:
Schedule of changes in carrying amount of goodwill | |
| | |
| |
Goodwill | |
Balances at December 31, 2020 | |
$ | – | |
Business combinations | |
| 17,296,810 | |
Foreign exchange translation | |
| (208,309 | ) |
Balances at December 31, 2021 | |
| 17,088,501 | |
Impairment (see Note 2) | |
| (9,519,143 | ) |
Foreign exchange translation | |
| (1,107,205 | ) |
Balances at December 31, 2022 | |
$ | 6,462,153 | |
Intangible
Assets, Net
In
connection with the Optilan acquisition, the Company recognized an intangible asset, a trade name, of $4,033,638.
The trade name has a useful life of 25
years.
During
the Company’s impairment analysis at December 31, 2022 (see Note 2), the Company recorded impairment of the trade name of $2,703,456.
The
following is a summary of intangible assets, net:
Schedule of intangible assets | |
|
|
|
|
|
| |
| |
December 31, | |
| |
2022 | | |
2021 | |
Trade name per business combination | |
$ | 4,033,638 | | |
$ | 4,033,638 | |
Impairment | |
| (2,703,456 | ) | |
| – | |
Less: accumulated amortization | |
| (161,346 | ) | |
| – | |
Foreign exchange translation | |
| (778,506 | ) | |
| (147,050 | ) |
Intangible assets, net | |
$ | 390,330 | | |
$ | 3,886,588 | |
Amortization expense was $161,346 and $0 for the
years ended December 31, 2022 and 2021, respectively.
Future amortization
expense as of December 31, 2022 is as follows:
Schedule
of future amortization expense Optilian acquisition
| |
| |
Years Ended December 31, | |
| |
2023 | |
$ | 53,207 | |
2024 | |
| 53,207 | |
2025 | |
| 53,207 | |
2026 | |
| 53,207 | |
2027 | |
| 53,207 | |
Thereafter | |
| 124,295 | |
Total future amortization expense | |
$ | 390,330 | |
Patents
- Intrusion Detection Intellectual Property
The Company
relies on patent laws and restrictions on disclosure to protect its intellectual property rights. As of December 31, 2022 and 2021, the
Company held three U.S. and foreign patents on its intrusion detection technology, which expire in calendar years 2025 through 2034 (depending
on the payment of maintenance fees).
The DPTI issued
patents cover a System and Method for Brillouin Analysis, a System and Method for Resolution Enhancement of a Distributed Sensor, and
a Flexible Fiber Optic Deformation System Sensor and Method. Maintenance of intellectual property rights and the protection thereof is
important to our business. Any patents that may be issued may not sufficiently protect the Company's intellectual property and third parties
may challenge any issued patents. Other parties may independently develop similar or competing technology or design around any patents
that may be issued to the Company. The Company cannot be certain that the steps it has taken will prevent the misappropriation of its
intellectual property, particularly in foreign countries where the laws may not protect proprietary rights as fully as in the United States.
Further, the Company may be required to enforce its intellectual property or other proprietary rights through litigation, which, regardless
of success, could result in substantial costs and diversion of management's attention. Additionally, there may be existing patents of
which the Company is unaware that could be pertinent to its business, and it is not possible to know whether there are patent applications
pending that the Company's products might infringe upon, since these applications are often not publicly available until a patent is issued
or published.
For the years
ended December 31, 2022 and 2021, the Company had patent amortization costs on its intrusion detection technology totaling $75,087 and
$51,028, respectively. Patents costs are being amortized over the remaining life of each patent, which is from 7 to 16 years.
The following
is a summary of the DPTI patents as of December 31, 2022 and 2021:
Schedule of patents | |
| | | |
| | |
| |
December 31, | |
| |
2022 | | |
2021 | |
Patents | |
$ | 904,269 | | |
$ | 904,269 | |
Less: accumulated amortization | |
| (636,394 | ) | |
| (561,307 | ) |
Patents, net | |
$ | 267,875 | | |
$ | 342,962 | |
Future
expected amortization of patents is as follows:
Schedule of future amortization of intangible
assets DPTI | |
| | |
As of December 31, | |
| |
2023 | |
$ | 51,028 | |
2024 | |
| 51,028 | |
2025 | |
| 51,028 | |
2026 | |
| 51,028 | |
2027 | |
| 51,028 | |
Thereafter | |
| 12,735 | |
Total patents | |
$ | 267,875 | |
NOTE 9
– JOINT VENTURE
On September 9, 2022, the Company entered into a Joint
Venture Agreement with Neural Signals Inc, (“NSI”), for the purpose of developing, marketing and selling products and services
based on the patents issued to NSI. The parties established the Joint Venture, Neural Logistics Inc., under a separate entity to
conduct business. The Company has 50% ownership in NSI. The Company determined that the investment was accounted for as an equity investment
under ASC 323-10-30-2.
During the year ended December 31, 2022, the Company
contributed $103,505 to the joint venture and recorded a loss on the equity investment of $51,753.
NOTE 10 –
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable
and accrued expenses consists of the following:
Schedule of accounts payable and accrued expenses | |
| | | |
| | |
| |
December 31, | |
| |
2022 | | |
2021 | |
Accounts payable | |
$ | 7,135,404 | | |
$ | 7,292,975 | |
Accrued liabilities | |
| 2,058,725 | | |
| 634,326 | |
Total accounts payable and accrued expenses | |
$ | 9,194,129 | | |
$ | 7,761,241 | |
NOTE 11 – DEBT
Convertible
Notes
The
Company uses the Black-Scholes Model to calculate the derivative value of its convertible debt. The valuation result generated by this
pricing model is necessarily driven by the value of the underlying common stock incorporated into the model. The values of the common
stock used were based on the price at the date of issue of the debt security as of December 31, 2022 and 2021. In 2022, management determined
the expected volatility of 140.30%, a risk-free rate of interest of 4.73%, and contractual lives of the debt of three months. In 2021,
management determined the expected volatility between 475.55-624.25%, a risk-free rate of interest between 0.10-0.13%, and contractual
lives of the debt varying from zero months to eight months. Management made the determination to use an expected life rather than contractual
life for the calculations for the matured debt as of December 31, 2022 and 2021. The table below details the Company's outstanding convertible
notes and related derivative liability:
Schedule of convertible debt | |
| | | |
| | | |
| | |
| |
Face | | |
Derivative Liability | |
| |
Amount | | |
12/31/2022 | | |
12/31/2021 | |
Carebourn | |
$ | 90,228 | | |
$ | 71,410 | | |
$ | 128,370 | |
Carebourn | |
| 162,150 | | |
| 128,331 | | |
| 230,692 | |
More Capital | |
| 72,488 | | |
| 57,369 | | |
| 103,130 | |
EMA | |
| 53,397 | | |
| 49,357 | | |
| 71,561 | |
| |
$ | 378,263 | | |
$ | 306,467 | | |
$ | 533,753 | |
During
the years ended December 31, 2022 and 2021, change in fair value of the derivative liability was $227,286
and $687,124,
respectively. The following is a summary of the change in derivative liability:
Change in derivative liabilities | |
Derivative Liability | |
Balances at December 31, 2020 | |
$ | 1,220,877 | |
Change in fair value | |
| (687,124 | ) |
Balances at December 31, 2021 | |
| 533,753 | |
Change in fair value | |
| (227,286 | ) |
Balances at December 31, 2022 | |
$ | 306,467 | |
On April
26, 2021, the Company entered a Securities Purchase Agreement and Registration Rights with FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC,
a Delaware limited liability company (the “FirstFire”), pursuant to which the Company issued to FirstFire a
Convertible Promissory Note in the principal amount of $825,000
(the “FirstFire Note”). The purchase price of the FirstFire Note is $750,000.
The FirstFire Note matures on January
26, 2022 upon which time all accrued and unpaid interest will be due and payable. Interest accrues on the FirstFire Note
at 10%
per annum guaranteed until the FirstFire Note becomes due and payable, whether at maturity or upon acceleration or by prepayment or
otherwise. The FirstFire Note is convertible at any time after 180 days from issuance, upon the election of the FirstFire, into
shares of the Company’s Common Stock at $0.015
per share. The FirstFire Note is subject to various “Events of Default,” which are disclosed in the FirstFire Note. Upon
the occurrence of an “Event of Default,” the conversion price would become $0.005.
On November 17, 2021, FirstFire converted $825,000 of principal and $61,875 of interest into 177,375,000 shares of common
stock.
On December
31, 2021, the Company commenced an action against FirstFire Global Opportunities Fund, LLC, and Eli Fireman (“Fireman”) in
the United States District Court for the Southern District of New York. The complaint alleges that FirstFire is an unregistered dealer
acting in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”), and that the Company is entitled
to rescissionary relief from certain convertible promissory notes and securities purchase agreements entered into by the Company and FirstFire
pursuant to Section 29(b) of the Act. The complaint also asserts claims against Fireman for control person liability under Section 20(a)
of the Act, unjust enrichment of FirstFire, and constructive trust against FirstFire.
On May 19,
2021, the Company entered into a Stipulation of Settlement with four note holders pursuant to which the Company agreed to pay $173,000
to the note holders.
On June 3,
2021, the Company entered into a Settlement and Mutual Release Agreement with Auctus Fund, LLC. Pursuant to the Agreement, the Auctus
agreed to convert the Promissory Note issued on September 25, 2018 by the Company to the Lender in the principal amount of $100,000
(the “Auctus Note”) into 12,500,000 shares of the Company’s
Common stock (the “Auctus Shares”) as consideration for full and complete satisfaction of and settlement of the Auctus
Note, which also terminates all obligations owing under both the Auctus Note and the corresponding Securities Purchase Agreement dated
September 25, 2018 between the Company and Auctus. Auctus also agreed to limit the resales of the Auctus Shares in the public market
to no more than 2,500,000 shares per calendar week until all of the Auctus Shares have been sold.
As of both
December 31, 2022 and 2021 respectively, there was $378,263
of convertible debt outstanding. As of December 31, 2022 and 2021 respectively, there was derivative
liability of $306,467 and
$533,753 related
to convertible debt securities.
As of December
31, 2022, all outstanding convertible debt is default.
Notes
Payable
On July
14, 2021, the Company entered a Securities Purchase Agreement (the “GS SPA”) with GS Capital Partners, LLC
pursuant to which the Company issued to the Lender a 6% Redeemable Note in the principal amount of $2,000,000
(the “GS Note”). The purchase price of the GS Note is $1,980,000.
The GS Note matures on July
14, 2022 upon which time all accrued and unpaid interest will be due and payable. Interest accrues on the GS Note
at 6%
per annum until the GS Note becomes due and payable. The GS Note is subject to various “Events of Default,” which are
disclosed in the GS Note. Upon the occurrence of an “Event of Default,” the interest rate on the GS Note will be 18%.
The GS Note is not convertible into shares of the Company’s Common Stock and is not dilutive to existing or future
shareholders and the Company used a portion of the proceeds of the GS Note to retire convertible debt. As of December 31, 2022 and
2021, $2,000,000 remains outstanding. As of December 31, 2022, the
GS note is in default.
Loans
Payable
The Company’s
RI and WS subsidiaries have various loans including Small Business Association (“SBA”) Economic Injury Disaster Loan (“EIDL’)
loans, lines of credit and other advances. The loans bear interest with varying rates up to 9.25% per annum. The following is a summary
of the loans payable at December 31, 2022 and 2021:
| |
| | | |
| | |
Schedule of loans payable | |
December 31, | |
| |
2022 | | |
2021 | |
RI - line of credit | |
$ | 99,971 | | |
$ | 83,030 | |
RI - Short-term loans | |
| 43,899 | | |
| 70,196 | |
WS - line of credit | |
| 200,000 | | |
| 175,331 | |
WS - Short-term loans | |
| 128,830 | | |
| 266,005 | |
Loans payable, current | |
$ | 472,700 | | |
$ | 594,562 | |
| |
| | | |
| | |
RI - SBA EIDL | |
$ | 102,597 | | |
$ | 102,597 | |
RI - long-term loans | |
| 86,041 | | |
| 104,443 | |
WS - SBA EIDL | |
| 26,307 | | |
| 26,307 | |
WS - long-term loans | |
| 113,563 | | |
| 124,806 | |
Loans payable, non-current | |
$ | 328,508 | | |
$ | 358,153 | |
The CARES Act
extended COVID relief funding for qualified small businesses under the EIDL assistance program. In 2020, RI and WS were approved by the
SBA and received proceeds of $103,100 and $26,700, respectively. The EIDL loans mature in thirty years from the effective date of the
loan and has a fixed interest rate of 3.75% per annum.
In August 2020,
WS entered into a line of credit for $100,000, which was amended and extended to a principal amount of $200,000 in 2021. The loan is due
on demand and bears interest at the prime rate index and 1.00% As of December 31, 2022 and 2021, the outstanding balance was $200,000
and $175,331, respectively.
In March 2019,
RI entered into a line of credit for $45,000, which was amended and extended to a principal amount of $100,000 in 2021. The loan is due
on demand and bears interest at the prime rate index and 1.00% As of December 31, 2022 and 2021, the outstanding balance was $99,971 and
$83,030, respectively.
Future
minimum required payments over the next 5 years and thereafter are as follows:
Future minimum required
payments | |
| |
Years Ended December 31, | |
| |
2023 | |
$ | 472,700 | |
2024 | |
| 17,630 | |
2025 | |
| 35,980 | |
2026 | |
| 15,492 | |
2027 | |
| 37,427 | |
Thereafter | |
| 221,979 | |
Total future minimum payments | |
$ | 801,208 | |
NOTE 12 – SECURED
DEBENTURE
DPTI
issued a convertible Debenture to the University (see Note 1) in exchange for the Patents assigned to the Company, in the amount of
Canadian $1,500,000, or US $1,491,923 on December 16, 2010, the date of the Debenture. On April 24, 2017 DPTI issued a replacement
secured term Debenture in the same CAD 1,500,000 amount as the original Debenture. The interest rate is the Bank of Canada Prime
overnight rate plus 1% per annum. The Debenture had an initial required payment of CAD 42,000 (US$33,385) due on April 24, 2018 for
reimbursement to the University of its research and development costs, and this has been paid. Interest-only maintenance payments
are due annually starting after April 24, 2018. Payment of the principal begins on the earlier of (a) three years following two
consecutive quarters of positive earnings before interest, taxes, depreciation and amortization, (b) six years from April 24, 2017,
or (c) in the event DPTI fails to raise defined capital amounts or secure defined contract amounts by April 24 in the years 2018,
2019, and 2020. The Company has raised funds in excess of the amount required for 2020, 2019 and 2018. Beginning
in 2023, The principal repayment amounts will be due quarterly over a six year period in the
amount of Canadian Dollars 62,500. Based on the exchange rate between the Canadian Dollar and the U.S. Dollar on December 31, 2018,
the quarterly principal repayment amounts will be US$48,447. The Debenture is secured by the Patents assigned by the University to
DPTI by an Assignment Agreement on December 16, 2010. DPTI has pledged the Patents, and granted a lien on them pursuant to an Escrow
Agreement dated April 24, 2017, between DPTI and the University.
The Debenture
was initially recorded at the $1,491,923 equivalent US Dollar amount of Canadian 1,500,000 as of December 16, 2010, the date of the original
Debenture. The liability is being adjusted quarterly based on the current exchange value of the Canadian dollar to the US dollar at the
end of each quarter. The adjustment is recorded as unrealized gain or loss in the change of the value of the two currencies during the
quarter. The Debenture also includes a provision requiring DPTI to pay the University a 2% royalty on sales of any and all products or
services which incorporate the Patents for a period of five years from April 24, 2018. To date, no royalties have been paid.
For the years ended December
31, 2022 and 2021, the Company recorded interest expense of $36,307
and $52,538,
respectively.
As of December
31, 2022, the outstanding balance of the debenture liability totaled $1,090,827.
Future
minimum required payments over the next 5 years and thereafter are as follows:
Future minimum required payments | |
| | |
Period ending December 31, | |
| |
2023 | |
$ | 136,353 | |
2024 | |
| 181,805 | |
2025 | |
| 181,805 | |
2026 | |
| 181,805 | |
2027 | |
| 181,805 | |
Thereafter | |
| 227,254 | |
Total debt | |
$ | 1,090,827 | |
NOTE 13
– LEASES
The following
was included in our balance sheet as of December 31, 2022 and 2021:
Schedule of operating leases | |
| | | |
| | |
| |
December 31, | |
Operating leases | |
2022 | | |
2021 | |
| |
| | |
| |
Assets | |
| | | |
| | |
ROU operating lease assets | |
$ | 2,724,226 | | |
$ | 2,620,993 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current portion of operating lease | |
$ | 512,373 | | |
$ | 364,105 | |
Operating lease, net of current portion | |
| 2,547,524 | | |
| 2,474,530 | |
Total operating lease liabilities | |
$ | 3,059,897 | | |
$ | 2,838,635 | |
The weighted
average remaining lease term and weighted average discount rate at December 31, 2022 and 2021 were as follows:
Schedule of weighted average remaining lease term and weighted average discount rate | |
| | | |
| | |
| |
December 31, | |
Operating leases | |
2022 | | |
2021 | |
Weighted average remaining lease term (years) | |
| 7.25 | | |
| 8.25 | |
Weighted average discount rate | |
| 6.00% | | |
| 6.00% | |
Operating
Leases
On January 12,
2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Mumbai, India. This
three-year agreement commenced January 12, 2021 with an annual rent of approximately $50,000.
On May 27, 2021,
the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Warwick, United Kingdom.
This ten-year agreement commenced May 27, 2021 with an annual rent of approximately $85,000 with the first six months rent free.
On August 31,
2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Tempe, Arizona.
This five-year agreement commenced August 31, 2021 with an annual rent of approximately $192,000.
On
October 20, 2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Warwick,
United Kingdom. This ten-year agreement commenced October 20, 2021 with an annual rent of approximately $200,000 with the first six
months rent free.
On March 9, 2022, the Company entered into an operating
lease agreement to rent office space in Houston, Texas. This ten-year agreement commenced March 9. 2022 with an annual rent of approximately
$81,000 with the first twelve months rent free.
The following
table reconciles future minimum operating lease payments to the discounted lease liability as of December 31, 2022:
Schedule of future minimum operating lease payments | |
| | |
2023 | |
$ | 512,373 | |
2024 | |
| 370,936 | |
2025 | |
| 406,025 | |
2026 | |
| 347,329 | |
2027 and later | |
| 2,185,545 | |
Total lease payments | |
| 3,822,208 | |
Less imputed interest | |
| (762,311 | ) |
Total lease obligations | |
| 3,059,897 | |
Less current lease obligations | |
| (512,373 | ) |
Long-term lease obligations | |
$ | 2,547,524 | |
NOTE 14 –
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred
Stock
In
accordance with the Company’s bylaws, the Company has authorized a total of 2,000,000
shares of preferred stock, par value $0.01
per share, for all classes. As of December 31, 2022 and 2021 respectively, there were 88,335
and 88,235
total preferred shares issued and outstanding for all classes.
On December
23, 2021, pursuant to the approval of the Board of Directors and a majority vote of the holders of Series D Preferred Stock, the Company
amended the Certificate of Designation for the Series D Preferred Stock so that each share of Series D Stock is convertible, at the sole
and exclusive election of the holder, into two shares of Common Stock of the Company.
On June 22, 2022, the Board of Directors of the
Company approved the filing of an amendment to the Company’s Certificate of Incorporation (the “Certificate of
Incorporation”), in the form of a Certificate of Designation that authorized for issuance of up to 100 shares of a new series
of Preferred Stock, par value $0.01
per share, of the Company designated “Series A Super Voting Preferred Stock” and established the rights, preferences and
limitations thereof. The Board authorized the Series A Preferred Stock pursuant to the authority given to the Board under the
Certificate of Incorporation, which authorizes the issuance of up to 2,000,000
shares of Preferred Stock, par value $0.01
per share, and authorizes the Board, by resolution, to establish any or all of the unissued shares of Preferred Stock, not then
allocated to any series into one or more series and to fix and determine the designation of each such shares, the number of shares
which shall constitute such series and certain preferences, limitations and relative rights of the shares of each series so
established.
The holders of the Series A Preferred Stock shall
be entitled to vote, on a pro-rata basis, on all matters subject to a vote or written consent of the holders of the Company’s Common
Stock, and on all such matters, the shares of Series A Preferred Stock shall be entitled to that number of votes equal to the number
of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such
date of determination, on a fully diluted basis, plus one million (1,000,000) votes, it being the intention that the holders of
the Series A Preferred Stock shall have effective voting control of the Company, on a fully diluted basis.
Unless approved by a majority vote of the holders
of Common Stock, the Series A Super Voting Preferred Stock will terminate five years after the issuance date, which is June 24, 2027.
During the year
ended December 31, 2022, the Company issued 100 shares of Series A preferred stock to the Chief Executive Officer for no consideration
pursuant to above. Pursuant to this, the CEO has the right to a majority of the voting power
of the Company.
Common
Stock
In accordance with the Company’s bylaws,
the Company has authorized a total of 20,000,000,000
shares of common stock, par value $0.0001
per share. As of December 31, 2022 and 2021, there were 6,427,495,360
and 5,197,921,885
common shares issued, respectively. As of December 31, 2022 and 2021, there were 6,427,395,360 and 5,197,821,885
common shares outstanding, respectively.
2021 Transactions
On January 14, 2021, the Company issued an
aggregate of 100,000,000
shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $28,000.
On January 25, 2021, the Company issued an
aggregate of 150,000,000
shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $42,000.
On February 1, 2021, the Company issued an
aggregate of 30,999,995
shares of common stock upon the conversion of convertible debt, as issued on February 12, 2019, in the amount of $8,116.
On February 11, 2021, the Company issued an
aggregate of 100,000,000
shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $56,000.
On February 18, 2021, the Company issued an
aggregate of 220,000,000
shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $75,436
for principal and $39,638
for interest.
On April 15, 2021, the Company issued an
aggregate of 8,065,040
shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $47,850
and interest of $2,153.25.
On April 30, 2021, the Company issued 60,000,000
shares of common stock as compensation for loan acquisition costs associated with the note issued on the same date for the amount of
$825,000.
On June 4, 2021, the Company issued an aggregate
of 12,500,000
shares of common stock upon the conversion of convertible debt, as issued on September 25, 2018, in the amount of $76,656.83
and interest of $260.61.
On July
12, 2021, the Company issued an aggregate of 1,784,146
shares of common stock upon the conversion of convertible debt, as issued on January 12, 2021, in the amount of $42,350.
On July
14, 2021, the Company issued an aggregate of 45,037,115
shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $93,864 and
interest of $26,246.
On July
19, 2021, the Company issued an aggregate of 2,898,382
shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $10,497 and
interest of $6,748.
On August
25, 2021, the Company issued 31,799,260
shares of common stock for $3,000,000.
On August
31, 2021, the Company issued 27,297,995
shares of common stock for $3,000,000.
On
September 22, 2021, the Company issued 25,630,272
shares of common stock for $2,000,000.
On
September 30, 2021, the Company issued 15,000,000
shares of common stock pursuant to two separate Membership Interest Purchase Agreements with Remote Intelligence, and Wildlife
Specialists, LLC.
On
September 30, 2021, the Company issued 3,194,081
shares of common stock as compensation valued at $250,000
for loan acquisition costs associated with proceeds raised.
On October
1, 2021, the Company issued 37,187,289
shares of common stock for $3,000,000.
On October
15, 2021, the Company issued 14,282,304
shares of common stock for $1,055,000.
On October
22, 2021, the Company issued 1,596,594
shares of common stock as compensation valued at $250,000
for loan acquisition costs associated with proceeds raised.
On October
25, 2021, the Company issued 634,778
shares of common stock as compensation valued at $250,000 for
loan acquisition costs associated with proceeds raised.
On
November 17, 2021, the Company issued an aggregate of 177,375,000
shares of common stock upon the conversion of convertible debt, as issued on April 30, 2021, in the amount of $825,000
and interest of $61,875.
On
December 21, 2021, the Company issued an aggregate of 43,777,478
shares of common stock for $2,538,327.
2022 Transactions
On May 27, 2022 we entered an Equity Financing
Agreement (the “2022 EFA”) and Registration Rights Agreement (the “RRA”) with GHS, pursuant to
which GHS agreed to purchase up to $70,000,000 in shares of our Common Stock, from time to time over the course of 24 months after
effectiveness of a registration statement on Form S-1 (the “Registration Statement”) of the underlying shares of
Common Stock.
The RRA provides that we shall (i) use our best efforts
to file with the SEC a Registration Statement within 45 days of the date of the GHS Registration Rights Agreement; and (ii) have the Registration
Statement declared effective by the SEC within 30 days after the date the GHS Registration Statement is filed with the SEC, but in no
event more than 90 days after the GHS Registration Statement is filed.
Below is a table of all puts made by the Company
under the Equity Financing Agreement and EDFA during 2022:
Schedule of equity financing agreement | |
| | | |
| | | |
| | | |
| | |
Date of Put | |
Number of Shares Sold | | |
Total Proceeds, Net of Discounts | | |
Effective Price per Share | | |
Net Proceeds | |
1/12/2022 | |
| 23,372,430 | | |
| 1,150,000 | | |
$ | 0.054124 | | |
$ | 1,033,975 | |
1/21/2022 | |
| 33,454,988 | | |
| 1,150,000 | | |
$ | 0.037812 | | |
| 1,033,975 | |
2/7/2022 | |
| 16,040,411 | | |
| 500,000 | | |
$ | 0.034288 | | |
| 448,975 | |
2/23/2022 | |
| 75,798,921 | | |
| 2,500,000 | | |
$ | 0.032982 | | |
| 2,500,000 | |
3/14/2022 | |
| 16,579,569 | | |
| 500,000 | | |
$ | 0.030158 | | |
| 500,000 | |
3/14/2022 | |
| 5,617,347 | | |
| 400,000 | | |
$ | 0.071208 | | |
| 400,000 | |
3/23/2022 | |
| 29,257,395 | | |
| 1,500,000 | | |
$ | 0.056396 | | |
| 1,348,975 | |
4/11/2022 | |
| 23,746,816 | | |
| 1,000,000 | | |
$ | 0.042111 | | |
| 898,975 | |
5/3/2022 | |
| 29,522,276 | | |
| 1,000,000 | | |
$ | 0.033873 | | |
| 898,975 | |
5/13/2022 | |
| 26,100,979 | | |
| 556,750 | | |
$ | 0.021331 | | |
| 500,050 | |
5/23/2022 | |
| 25,025,540 | | |
| 556,750 | | |
$ | 0.022247 | | |
| 500,050 | |
6/1/2022 | |
| 25,901,921 | | |
| 556,750 | | |
$ | 0.021495 | | |
| 500,050 | |
6/16/2022 | |
| 23,799,766 | | |
| 402,086 | | |
$ | 0.016895 | | |
| 360,852 | |
6/24/2022 | |
| 38,391,106 | | |
| 643,539 | | |
$ | 0.016763 | | |
| 578,160 | |
7/1/2022 | |
| 33,525,465 | | |
| 556,750 | | |
$ | 0.016607 | | |
| 500,050 | |
7/11/2022 | |
| 32,756,532 | | |
| 556,750 | | |
$ | 0.016997 | | |
| 500,050 | |
7/20/2022 | |
| 29,386,519 | | |
| 556,750 | | |
$ | 0.018946 | | |
| 553,765 | |
7/28/2022 | |
| 35,884,040 | | |
| 556,750 | | |
$ | 0.015515 | | |
| 500,050 | |
8/10/2022 | |
| 44,505,857 | | |
| 680,109 | | |
$ | 0.015281 | | |
| 611,073 | |
8/18/2022 | |
| 54,574,909 | | |
| 948,863 | | |
$ | 0.017386 | | |
| 852,952 | |
8/25/2022 | |
| 105,255,759 | | |
| 2,264,961 | | |
$ | 0.021519 | | |
| 2,128,038 | |
9/2/2022 | |
| 140,073,757 | | |
| 3,000,000 | | |
$ | 0.021417 | | |
| 2,788,975 | |
9/14/2022 | |
| 79,092,686 | | |
| 1,757,466 | | |
$ | 0.022220 | | |
| 1,633,418 | |
9/30/2022 | |
| 30,538,303 | | |
| 500,000 | | |
$ | 0.016373 | | |
| 463,975 | |
10/14/2022 | |
| 35,628,020 | | |
| 500,000 | | |
$ | 0.014034 | | |
| 463,975 | |
11/7/2022 | |
| 22,022,709 | | |
| 326,235 | | |
$ | 0.014814 | | |
| 302,375 | |
11/18/2022 | |
| 39,699,793 | | |
| 325,000 | | |
$ | 0.008186 | | |
| 301,225 | |
12/2/2022 | |
| 42,148,416 | | |
| 325,000 | | |
$ | 0.007711 | | |
| 301,225 | |
12/20/2022 | |
| 78,705,534 | | |
| 540,000 | | |
$ | 0.006861 | | |
| 501,175 | |
12/30/2022 | |
| 63,338,702 | | |
| 400,000 | | |
$ | 0.006315 | | |
| 370,975 | |
| |
| 1,259,746,466 | | |
| 26,210,509 | | |
| | | |
$ | 24,276,308 | |
In April
2022, the Company issued 3,725,386
shares of common stock pursuant to a settlement of $200,000
in accounts payable.
On August 30, 2022, the Company received 33,898,377
shares of common stock for cancellation from a previous note holder. The shares were cancelled by the Company.
At
December 31, 2022 and 2021, the Company had 13,602,044,965 and 1,589,257,888,
respectively, in common shares reserved for issuance.
Stock
Options
As of December
31, 2022 and 2021, the Company had no outstanding stock options.
NOTE 15 – INCOME
TAXES
The domestic
and foreign components of loss before (benefit) provision for income taxes were as follows:
Schedule of income components | |
| | | |
| | |
| |
2022 | | |
2021 | |
Domestic: | |
$ | (13,141,019 | ) | |
$ | (4,285,237 | ) |
Foreign: | |
| (22,376,486 | ) | |
| (541,083 | ) |
Total income (loss) before income taxes | |
$ | (35,517,505 | ) | |
$ | (4,826,320 | ) |
The provision
for income taxes for the years ended December 31, 2022 and 2021 differs from the amount which would be expected as a result
of applying the statutory tax rates to the losses before income taxes due primarily to the valuation allowance to fully reserve net deferred
tax assets.
The following
table summarizes the significant differences between statutory rates for the years ended December 31, 2022 and 2021:
Statutory tax rate | |
| | | |
| | |
| |
2022 | | |
2021 | |
Statutory tax rate: | |
| | | |
| | |
U.S. | |
| 21.00% | | |
| 21.00% | |
State taxes | |
| 1.36% | | |
| 2.19% | |
Foreign rate differential | |
| 1.26% | | |
| 0.46% | |
Goodwill impairment | |
| -7.33% | | |
| 0.00% | |
NOLs carryforward adjustment | |
| 3.61% | | |
| 0.00% | |
Other | |
| -0.22% | | |
| -1.81% | |
Change in valuation allowance: | |
| -19.67% | | |
| -21.84% | |
| |
| –% | | |
| –% | |
The Company’s deferred tax
assets and liabilities as of December 31, 2022 and 2021 are as follows:
Deferred Tax assets and liabilities | |
| | | |
| | |
| |
2022 | | |
2021 | |
Deferred Tax (Liabilities): | |
| | | |
| | |
Net operating losses | |
$ | 9,033,067 | | |
$ | 2,356,871 | |
Intangible assets | |
| (441,543 | ) | |
| (170,119 | ) |
Right of use asset | |
| 84,256 | | |
| (319,752 | ) |
Stock based compensation | |
| 424,681 | | |
| 498,571 | |
Property and equipment | |
| 248,362 | | |
| – | |
Other | |
| 8,227 | | |
| – | |
Less: Valuation allowance | |
| (9,357,049 | ) | |
| (2,365,571 | ) |
Deferred tax assets (liabilities) | |
$ | – | | |
$ | – | |
The
Company has approximately $20,718,222 of
federal and state net operating loss carryforwards as of December 31, 2022. Of the $20.7 million of NOL’s, $4.8 million will
begin to expire in 2023 while $15.9 will not expire but will be limited to 80% utilization. The company also has net operating
losses in the UK of $5,045,611
which will not expire and $636,852
of net operating loss carryforwards in Canada which will begin to expire in 2038.
The
Company records a tax valuation allowance when it is more likely than not that it will not be able to recover the value of its
deferred tax assets. For the years ended December 31, 2022 and 2021, the Company calculated its estimated annualized effective tax
rate at 0%
and 0%,
respectively, for both the United States, Canada and the UK. The Company had no
income tax expense on its losses for the years ended December 31, 2022 and 2021, respectively. The change in valuation allowance
for the years ended December 31, 2022 and 2021 is an increase of $6,991,478 and $1,013,674, respectively.
The Company
recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely
than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized
in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with
the relevant tax authority. The Company recognizes interest accrued on uncertain tax positions as well as interest received from favorable
tax settlements within interest expense. The Company recognizes penalties accrued on unrecognized tax benefits within selling, general
and administrative expenses. As of December 31, 2022 and 2021, the Company had no uncertain tax positions.
The
Company does not anticipate any significant changes to the total amounts of unrecognized tax benefits in the next twelve months. The
Company files income tax returns in New Brunswick, Canada, and the U.S. federal, New York, and Delaware and the UK jurisdictions. Tax years 2012 to current remain open to examination by Canadian authorities; the tax year 2020
remains open to examination by U.S. authorities.
NOTE 16 – COMMITMENTS
AND CONTINGENCIES
Potential
Royalty Payments
The Company,
in consideration of the terms of the debenture to the University of New Brunswick, shall pay to the University a two percent royalty on
sales of any and all products or services, which incorporate the Company's patents for a period of five years from April 24, 2018.
Bonded
Contracts
As of December 31, 2022, the
Company’s Optilan subsidiary had five bonded contracts for a total guaranteed value of approximately $984,000.
Legal Matters
DarkPulse, Inc. v. Twitter, Inc.
As disclosed in greater detail in the Company’s
Form 10-Q, filed October 24, 2022, the Company is actively investigating potential claims against the @MIKEWOOD and @BullMeechum3 Twitter
accounts. There are no material updates to this matter.
Carebourn Capital, L.P. v. DarkPulse, Inc.
As disclosed in greater detail in the Company’s
Form 10-Q, filed October 24, 2022, the Company remains in active litigation with Carebourn Capital, L.P. (“Carebourn”) in
Minnesota state court. The following discloses the material updates for this matter.
On April 21, 2023, the Minnesota state court granted
the Company’s motion for partial summary judgment on its affirmative defenses. Specifically, the Court found that Carebourn is an
unregistered dealer, acting in violation of Section 15(a) of the Securities Exchange Act of 1934 and, thus, the contracts between the
Company and Carebourn are now void pursuant to Section 29(b) of the Exchange Act.
The Company is actively litigating its counterclaims
asserted under the Minnesota Uniform Securities Act.
More Capital, LLC v. DarkPulse, Inc. et al
As disclosed in greater detail in the Company’s
Form 10-Q, filed October 24, 2022, the Company remains in active litigation with More Capital, LLC (“More”) in Minnesota state
court. There are no material updates to this litigation.
The Company remains committed to actively litigating
its affirmative defenses and claims for relief under the Securities Exchange Act of 1934 and Minnesota Uniform Securities Act.
Carebourn Capital et al v. Standard Registrar
and Transfer et al
On May 20, 2022, Carebourn Capital, L.P. (“Carebourn”)
and More Capital, LLC (“More,” and together with Carebourn, the “Noteholder Plaintiffs”) commenced an action against
(i) Standard Registrar and Transfer Co., Inc. (“Standard”), (ii) Amy Merrill (“Merrill”) (Standard and Merrill,
together, the “TA Defendants”), (iii) DarkPulse, Inc., (iv) Dennis O’Leary (“O’Leary”), (v) Thomas
Seifert (“Seifert”), (vi) Carl Eckel (“Eckel”), (vii) Anthony Brown (“Brown”), and (viii) Faisal Farooqui
(“Farooqui”) (DarkPulse, O’Leary, Seifert, Eckel, Brown, and Farooqui, collectively, the “DPLS Defendants ”)
in the United States District Court for the District of Utah.
The Noteholder Plaintiffs’ complaint alleges
the DPLS Defendants violated the Racketeer Influenced and Corrupt Organizations (RICO) Act, are liable for attorneys’ fees pursuant
to the Company’s breach of securities contracts between the Company and, separately, Carebourn and More, and engaged in civil conspiracy,
fraudulent concealment, tortious interference with economic relations and conversion against the Noteholder Plaintiffs.
Thereafter, the TA Defendants and DPLS Defendants
separately moved to dismiss the Noteholder Plaintiffs’ complaint. On February 10, 2023, the Court denied both motions without prejudice
and stayed the action pending the conclusion of enforcement action commenced by the U.S. Securities and Exchange Commission against Carebourn
and its principal, Chip Rice, in the U.S. District Court for the District of Minnesota.
The Company contends that the Noteholder Plaintiffs’
lawsuit is duplicative of the first-filed lawsuits commenced by the Noteholder Plaintiffs’ in Minnesota state court. The Company
intends to vigorously defend itself against the Noteholder Plaintiffs’ lawsuit.
Goodman et al. v. DarkPulse, Inc.
As disclosed in greater detail in the Company’s
Form 10-Q, filed October 24, 2022, on September 10, 2021, Stephen Goodman, Mark Banash, and David Singer (“Former Officers”)
commenced suit against the Company in Arizona Superior Court, Maricopa County.
As of the date hereof, the Company and Former
Officers have entered into a mutual settlement. Thus, the Former Officers’ lawsuit against the Company has been dismissed with prejudice.
Any expenses or amounts awed have been recorded as of December 31, 2022 and are properly disclosed.
DarkPulse, Inc. v. FirstFire Global Opportunities
Fund, LLC, and Eli Fireman
As disclosed in greater detail in the Company’s
Form 10-Q, filed October 24, 2022, the Company remains in active litigation with FirstFire Global Opportunities Fund, LLC (“FirstFire”),
and Eli Fireman (“Fireman”) (FirstFire and Fireman together, the “FirstFire Parties”). The following discloses
the material updates for this matter.
On January 17, 2023, the Court granted the FirstFire
Parties’ motion to dismiss the Company’s complaint. Also on January 17, 2023, the Company appealed the trial court’s
decision to the United States Court of Appeals for the Second Circuit. Briefing is currently taking place on the Company’s appeal.
The Company remains committed to actively litigating
its claims for relief under the Securities Exchange Act of 1934 and Racketeer Influenced and Corrupt Organizations (RICO) Act.
DarkPulse, Inc. v. EMA Financial, LLC et al
As disclosed in greater detail in the Company’s
Form 10-Q, filed October 24, 2022, the Company remains in active litigation with EMA Financial, LLC (“EMA”), EMA Group, Inc.
(“EMA Group”), and Felicia Preston (“Preston”) (EMA, EMA Group, and Preston together, the “EMA Parties”).
The following discloses the material updates for this matter.
On March 1, 2023, the Court granted the EMA Parties’
motion to dismiss the Company’s claims asserted under the Securities Exchange Act of 1934, but denied dismissal of the Company’s
claim asserted under the Racketeer Influenced and Corrupt Organizations (RICO) Act.
On or about May 15, 2023, the Company and the
EMA Parties reached an understanding of settlement, which was subsequently memorialized. The action was subsequently dismissed on or about
June 14, 2023.
DarkPulse, Inc. v. Brunson Chandler & Jones,
PLLC et al
On July 8, 2022, the Company commenced litigation
against Brunson Chandler & Jones, PLLC (“Brunson Firm”), and Lance B. Brunson (“Brunson,” and together with
the Brunson Firm, the “Brunson Parties”) through the filing of a complaint in the United States District Court for the District
of Utah. The Company is alleging that the Brunson Parties have committed professional negligence and breach of contract.
On March 2, 2023, the Brunson Parties filed an
answer, affirmative defenses, and counterclaims to the Company’s complaint, wherein the Brunson Firm alleged claims for (i) breach
of contract against the Company, (ii) breach of contract against the Company’s subsidiary, DarkPulse Technologies, Inc., and (iii)
quantum meruit.
On June 5, 2023, the Company filed its answer
and affirmative defenses to the Brunson Firm’s counterclaims. The Company remains committed to litigating its claims and affirmative
defenses against the Brunson Parties.
DarkPulse, Inc., et al v. Crown Bridge Partners,
LLC, et al
On September 23, 2022, the Company commenced an
action along with two other plaintiffs (“Crown Bridge Plaintiffs”) against Crown Bridge Partners, LLC, Soheil Ahdoot, and
Sepas Ahdoot (“Crown Bridge Defendants”) in the United States District Court for the Southern District of New York alleging
violations of the Racketeer Influenced and Corrupt Organizations (RICO) Act.
On January 13, 2023, the Crown Bridge Defendants
filed a motion to dismiss. As of May 16, 2023, the Crown Bridge Defendants’ motion to dismiss was fully submitted to the court.
As of the date hereof, no decision has been made on the motion.
The Company remains committed to actively litigating
its RICO claims against the Crown Bridge Defendants.
Benner et al v. DarkPulse, Inc. et al
On March 29, 2023, J. Merlin Benner, Phillip J.
Benner, Benjamin P. Benner, Jonas M. Benner, and Angelica M. Benner (collectively, the “Benner Parties”) commenced an action
in the United States District Court for the Southern District of Texas against the Company and its Chief Executive Officer, Dennis O’Leary,
individually, alleging (i) the Company is in breach of contracts between the Company and the Benner Parties as it concerns Remote Intelligence,
LLC and Wildlife Specialists, LLC, (ii) violation of Texas Uniform Fraudulent Transfer Act by the Company, and (iii) defamation by Mr.
O’Leary.
Pursuant to a stipulation entered into by the
parties to this matter, the Company and Mr. O’Leary are scheduled to file their answer to the Benner Parties’ complaint on
or before June 30, 2023.
GS Capital Partners, LLC v. DarkPulse, Inc.
On June 2, 2023, GS Capital Partners, LLC (“GS
Capital”) commenced an action in the Supreme Court for New York County against the Company through the filing of motion for summary
judgment in lieu of a complaint. The motion claims that the Company is in breach of a convertible promissory note, dated July 14, 2021,
and accompanying securities purchase agreement, dated the same.
The motion claims that GS Capital is entitled
to an award of $2,407,671, plus prejudgment interest and attorney’s fees, costs and disbursements.
The Company is currently looking to retain legal
counsel to represent it in this matter, and intends to vigorously defend itself against GS Capital.
The Company intends to vigorously defendant against
the lawsuit.
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.
NOTE 17 – RELATED
PARTY TRANSACTIONS
The
Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure
of related party transactions. Pursuant to Section 850-10-20 the related parties include a) affiliates of the Company; b) Entities
for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value
Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of
employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of
the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly
influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully
pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the
transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to
an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial
statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances,
and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation
of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of
the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding
of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which
income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding
period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the
terms and manner of settlement.
During
the year ended December 31, 2022, certain executives of the Company received $270,000
in Directors fees from Optilan for being members of Optilan’s Board of Directors with an additional $90,000
accrued but unpaid.
During the
years ended December 31, 2022 and 2021, the Company’s Chief Executive Officer advanced personal funds in the amount of $0
and $593
and for Company expenses.
Remote Intelligence and Wildlife Specialists
Loan Payables
RI has a loan payable with the former majority
shareholder, who is a shareholder in the Company after the acquisition of 60% of RI’s membership interests. The loan is unsecured,
non-interest bearing and due on demand. As of December 31, 2022 and 2021, the outstanding balance was $226,247 and $185,247, respectively.
WS has a loan payable with the former majority
shareholder, who is a shareholder in the Company after the acquisition of 60% of WS’s membership interests. The loan is unsecured,
non-interest bearing and due on demand. As of December 31, 2022 and 2021, the outstanding balance was $135,500 and $0, respectively.
SPAC Transaction
On October 12,
2022, the Company entered into and closed the Purchase Agreement (the “Agreement”) pursuant to which the Company purchased
2,623,120 shares of Class B Common Stock (the “Class B Common Stock”) and 4,298,496 Private Placement Warrants, each of which
is exercisable to purchase one share of Class A Common Stock (the “Warrants,” together, with the Class B Common Stock, the
"Securities") of Gladstone Acquisition Corp., a Delaware corporation (NASDAQ: GLEE) (the “SPAC”), from Gladstone Sponsor,
LLC (‘Original Sponsor”) for $1,500,000 (the “Purchase Price”). The SPAC subsequently changed its name to Global
Systems Dynamics, Inc. (“GSD”).
In
addition to the payment of the Purchase Price, the Company also assumed the following obligations: (i) responsibility for all of
SPAC’s public company reporting obligations, (ii) the right to provide an extension payment and extend the deadline of the
SPAC to complete an initial business combination from 15 months from August 9, 2021 to 18 months for an additional $1,150,000, and
(iii) all other obligations and liabilities of the Original Sponsor related to the SPAC. The principal balance of this note
shall be payable by GSD on the earlier to occur of: (i) the date on which GSD consummates its initial business combination (the
“Business Combination”) and (ii) the date that the winding up of GSD is effective. The note does not bear interest. As
of December 31, 2022, the outstanding note receivable was $1,049,248
and $100,752
was classified as other assets on the consolidated balance sheet.
Pursuant to
the Agreement, the Company replaced the SPAC’s current directors and officers with directors and officers the Company selected in
its sole discretion. Following the closing of the Agreement, the SPAC changed its name to Global System Dynamics, Inc.
In addition
to the Agreement, the Company also entered into the Assignment, Assumption, Release and Waiver of the Letter Agreement pursuant to which
the Original Sponsor and each of the parties to the Letter Agreement (defined below) agreed that all rights, interests and obligations
of the Original Sponsor under the Letter Agreement (as defined below) were hereby assigned to the Company and that the Original Sponsor
will have no further rights, interests or obligations under the Letter Agreement as of the Closing Date.
On December
14, 2022 the Company, the SPAC, and Zilla Acquisition Corp. (“Merger Sub”) entered into an Business Combination Agreement
which is referred to as the “Merger Agreement,” pursuant to which they agreed to combine their respective businesses. Pursuant
to the terms of the Merger Agreement, Zilla Acquisition Corp., a wholly-owned subsidiary of GSD, will merge with and into DarkPulse, which
transaction is referred to as the “Business Combination” or the “Merger” with DarkPulse surviving the Business
Combination as a wholly-owned subsidiary of GSD. Following the Business Combination, DarkPulse and GSD will operate as a consolidated
company, which is referred to as the Combined Company, under the name “Global System Dynamics, Inc.,” and the combined entity
will trade under the symbol “DARK.”
The Company
determined that the SPAC has the subordinated equity to carry out its primary economic activities, and the power to control the activities
that most directly impact the performance of the SPAC is shares by all equity holders as a group. Furthermore, the SPAC is designed to
benefit the public shareholders over the Class B sponsor shareholder, DarkPulse. Because the Company is not the primary beneficiary of
the SPAC, consolidation is precluded until the merger is consummated. As such, the Company’s $1,500,000 investment in GSD was accounted
for as cost at December 31, 2022.
As of December 31, 2022, the Company has $318,025
owed from GSD and included as due from related party on the consolidated balance sheet. These advances were made to pay for certain expenses
on behalf of the SPAC, as well as $30,000 in accrued management fees. The advances are unsecured, non-interest bearing and due on demand.
NOTE 18 – SUBSEQUENT
EVENTS
Through June 23, 2023, the Company has issued
587,692,015 shares of common stock for net proceeds of $2,276,080.
In January 2023, the Company issued 297,000,000
shares of common stock pursuant to a settlement of a former litigation matter.
On February
7, 2023, March 9, 2023, April 7, 2023 and May 5, 2023, GSD issued a non-convertible promissory note in the aggregate principal amount
of $335,788 ($83,947 per month) to the Company, in connection with the extension of the termination date for the GSD’s initial business
combination from February 9, 2023 to the issuance date of these consolidated financial statements.
Pursuant to
the promissory note, the Company has agreed to loan to GSD $251,841 to deposit into GSDs trust account. The promissory note bears no interest
and is repayable in full upon the earlier of (i) the date on which GSD consummates its Initial Business Combination, and (ii) the date
that the winding up of GSD is effective.
From January 1, 2023 through June 23, 2023, the
Company has provided non-interest-bearing advances to GSD in the principal amount of $769,436.
On May 16, 2023, the Company entered into a 50/50
Partner Agreement with Jupiter Metal Pvt. Ltd. (“Jupiter,” together, with the Company, the “Partners”)
pursuant to which the Company and Jupiter formed a partnership pursuant to the provisions of The Indian Partnership Act 1932 (the “Act”).
The name of the partnership is “OM DarkPulse Infratech” (the “Partnership”) and its purpose is to jointly
work on infrastructure projects in India. The Partnership will commence on the effective date and will continue for 12 months, unless
earlier dissolved and terminated pursuant to the Act or any other provisions in the agreement. The Partnership will also be automatically
extended for additional 12-month terms unless terminated upon written notice by either of the Partners upon 90 days prior written notice
prior to termination of the Partnership pursuant to the terms in the agreement. No contributions have been made to date.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13 - Other Expenses of Issuance and Distribution
We estimate that expenses in connection with the
distribution described in this Registration Statement (other than brokerage commissions, discounts or other expenses relating to the sale
of the shares by the Selling Security Holder) will be as set forth below. We will pay all of the expenses with respect to the distribution,
and such amounts, with the exception of the SEC registration fee, are estimates.
|
|
Amount
to Be Paid |
|
SEC registration fee |
|
$ |
645.75 |
|
State filing fees |
|
|
500.00 |
|
Edgarizing costs |
|
|
500.00 |
|
Accounting fees and expenses |
|
|
1,000.00 |
|
Legal fees and expenses |
|
|
7,500.00 |
|
Total |
|
$ |
10,145.75 |
|
Item 14 - Indemnification of Directors and
Officers
Under our Certificate of Incorporation, our directors
have no personal liability to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any
breach of the duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL as it may from time to time be amended or any successor
provision thereto, or (iv) for any transaction from which a director derives an improper personal benefit.
We do not maintain any policy of directors’
and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of
a judgment under any circumstances.
Item 15 - Recent Sales of Unregistered Securities
Convertible Notes
On January 4, 2021, we entered into a securities
purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $42,350. The note
bears interest at 8% per annum and may be converted into common shares of our common stock at a conversion price equal to 70% of the lowest
trading price of our common stock during the 20 prior trading days.
On February 3, 2021, we entered into a securities
purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $94,200. The note
bears interest at 4.5% per annum and may be converted into common shares of our common stock at a conversion price equal to 81% of the
lowest two trading prices of our common stock during the 10 prior trading days.
On February 18, 2021, we entered into a securities
purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $76,200. The note
bears interest at 4.5% per annum and may be converted into shares of our common stock at a conversion price equal to 81% of the lowest
two trading prices of our common stock during the 10 prior trading days.
On April 26, 2021, we entered a Securities Purchase
Agreement with FirstFire Global Opportunities Fund LLC, (“FirstFire”) pursuant to which we issued to FirstFire a Convertible
Promissory Note in the principal amount of $825,000. The note matures on January 26, 2022 upon which time all accrued and unpaid interest
will be due and payable. Interest accrues on the note at 10% per annum guaranteed until the note becomes due and payable, whether at maturity
or upon acceleration or by prepayment or otherwise. The note is convertible at any time after 180 days from issuance, upon the election
of FirstFire, into shares of our Common Stock at $0.015 per share. A finder’s fee of $15,000 was paid to J.H. Darbie Co. pursuant
to our agreement.
On August 7, 2023, we issued a convertible note
in the principal amount of $57,750. The note bears interest at a rate of 10% per annum and matures after one year. Following 180 days
from the note, the noteholder may convert at a discount of 39%.
On October 4, 2023, we issued a convertible note
in the principal amount of $57,750. The note bears interest at a rate of 10% per annum and matures after one year. Following 180 days
from the note, the noteholder may convert at a discount of 39%.
On December 4, 2023, we issued a convertible note
in the principal amount of $51,150. The note bears interest at a rate of 10% per annum and matures after one year. Following 180 days
from the note, the noteholder may convert at a discount of 39%.
Each of the notes above were sold in reliance
upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under
the Securities Act, based in part on the representations of the investor. Unless stated above, there were no sales commissions paid pursuant
to this transaction and general solicitation was not used in connection with the offers and sales of these securities.
Note Conversions
On October 7, 2020, we issued an aggregate of
161,428,571 shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $11,800.
On October 7, 2020, we issued an aggregate of
169,000,000 shares of common stock upon the conversion of convertible debt, as issued on February 12, 2019, in the amount of $6,855.
On October 7, 2020, we issued an aggregate of
143,519,000 shares of common stock upon the conversion of convertible debt, as issued on September 25, 2018, in the amount of $4,677.
On October 12, 2020, we issued an aggregate of
142,374,429 shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $600 in principal
and $9,366 in interest.
On October 22, 2020, we issued an aggregate of
77,623,000 shares of common stock upon the conversion of convertible debt, as issued on September 25, 2018, in the amount of $2,041.
On January 14, 2021 we issued an aggregate of
100,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $28,000.
On January 25, 2021, we issued an aggregate of
150,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $42,000.
On February 1, 2021, we issued an aggregate of
30,999,995 shares of common stock upon the conversion of convertible debt, as issued on February 12, 2019, in the amount of $8,116.
On February 11, 2021, we issued an aggregate of
100,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $56,000.
On February 18, 2021, we issued an aggregate of
220,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $75,436
for principal and $39,638 for interest.
On April 15, 2021, we issued an aggregate of 8,065,040
shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $47,850 and interest of
$2,153.25.
On June 3, 2021, we entered into a Settlement
and Mutual Release Agreement with Auctus Fund, LLC, (“Auctus”) pursuant to which Auctus agreed to convert the note
issued on September 25, 2018 by us to it in the principal amount of $100,000 into 12,500,000 shares of our Common stock as consideration
for full and complete satisfaction of and settlement of the note, which also terminates all obligations owing under both the Note and
the corresponding Securities Purchase Agreement dated September 25, 2018 between the Company and Auctus.
On July 12, 2021, the Company issued an aggregate
of 1,784,146 shares of common stock upon the conversion of convertible debt, as issued on January 12, 2021, in the amount of $42,350.
On July 14, 2021, the Company issued an aggregate
of 45,037,115shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $93,864 and
interest of $26,246.
On July 19, 2021, we issued an aggregate of 2,898,382
shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $10,497 and interest of
$6,748.
On November 17, 2021, we issued an aggregate of
177,375,000 shares of common stock upon the conversion of convertible debt, as issued on April 26, 2021, which converted all principal
and accrued and unpaid interest. The lender has agreed to return 118,254,000 shares due to an error in the conversion.
The shares issued pursuant to the note conversions
were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b)
of Regulation D under the Securities Act, based in part on the representations of the investor. There were no sales commissions paid pursuant
to this transaction.
Shares Issued Under Equity Financing Agreement
November 2021 Equity Finance Agreement with GHS
On November 9, 2021, we entered an Equity Financing
Agreement with GHS, pursuant to which GHS agreed to purchase up to $30,000,000 in shares of our Common Stock, from time to time over the
Contract Period after effectiveness of the Registration Statement of the underlying shares of Common Stock.
Pursuant to the Equity Financing Agreement, on
December 21, 2021, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us 43,777,478 shares of Common Stock
for total proceeds to us, net of discounts, of $2,548,326, at an effective price of $0.0696 per share (the “First EFA Closing”).
We received approximately $2,296,469 in net proceeds from the First EFA Closing after deducting the fees and other estimated offering
expenses payable by us. We used the net proceeds from the Second Closing for working capital and for general corporate purposes. 251857
Pursuant to the Equity Financing Agreement, on
January 12, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us 23,372,430 shares of Common Stock
for total proceeds to us, net of discounts, of $1,150,000, at an effective price of $0.054124 per share (the “Second EFA Closing”).
We received approximately $1,033,975 in net proceeds from the Second EFA Closing after deducting the fees and other estimated offering
expenses payable by us. We used the net proceeds from the Second EFA Closing for working capital and for general corporate purposes. 116025
Pursuant to the Equity Financing Agreement, on
January 21, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us 33,454,988 shares of Common Stock
for total proceeds to us, net of discounts, of $1,150,000, at an effective price of $0.037812 per share (the “Third EFA Closing”).
We received approximately $1,033,975 in net proceeds from the Third EFA Closing after deducting the fees and other estimated offering
expenses payable by us. We used the net proceeds from the Third EFA Closing for working capital and for general corporate purposes. 116025
Pursuant to the Equity Financing Agreement, on
February 7, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us 16,040,411 shares of Common Stock
for total proceeds to us, net of discounts, of $500,000, at an effective price of $0.0342884 per share (the “Fourth EFA Closing”).
We received approximately $448,975 in net proceeds from the Fourth EFA Closing after deducting the fees and other estimated offering expenses
payable by us. We used the net proceeds from the Fourth EFA Closing for working capital and for general corporate purposes.51025
Pursuant to the Equity Financing Agreement, on
March 23, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us 29,257,395 shares of Common Stock
for total proceeds to us, net of discounts, of $1,500,000, at an effective price of $0.056396 per share (the “Fifth EFA Closing”).
We received approximately $1,348,975 in net proceeds from the Fifth EFA Closing after deducting the fees and other estimated offering
expenses payable by us. We used the net proceeds from the Fifth EFA Closing for working capital and for general corporate purposes.151025
Pursuant to the Equity Financing Agreement, on
April 11, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us 23,746,816 shares of Common Stock
for total proceeds to us, net of discounts, of $1,000,000, at an effective price of $0.04211091 per share (the “Sixth EFA Closing”).
We received approximately $898,975 in net proceeds from the Sixth EFA Closing after deducting the fees and other estimated offering expenses
payable by us. We used the net proceeds from the Sixth EFA Closing for working capital and for general corporate purposes.
Pursuant to the Equity Financing Agreement, on
May 3, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 29,522,276 shares of Common
Stock for total proceeds to us, net of discounts, of $1,000,000, at an effective price of $0.03387273 per share (the “Seventh
EFA Closing”). We received approximately $898,975 in net proceeds from the Seventh EFA Closing after deducting the fees and
other estimated offering expenses payable by us. We used the net proceeds from the Seventh EFA Closing for working capital and for general
corporate purposes.
Pursuant to the Equity Financing Agreement, on
May 13, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 26,100,979 shares of Common
Stock for total proceeds to us, net of discounts, of $556,750, at an effective price of $0.0213306 per share (the “Eighth EFA
Closing”). We received approximately $500,050 in net proceeds from the Eighth EFA Closing after deducting the fees and other
estimated offering expenses payable by us. We used the net proceeds from the Eighth EFA Closing for working capital and for general corporate
purposes.
Pursuant to the Equity Financing Agreement, on
May 23, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 25,025,540 shares of Common
Stock for total proceeds to us, net of discounts, of $556,750, at an effective price of $0.0222473 per share (the “Ninth EFA
Closing”). We received approximately $500,050 in net proceeds from the Ninth EFA Closing after deducting the fees and other
estimated offering expenses payable by us. We used the net proceeds from the Ninth EFA Closing for working capital and for general corporate
purposes.
Pursuant to the Equity Financing Agreement, on
June 1, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 25,901,921 shares of Common
Stock for total proceeds to us, net of discounts, of $556,750, at an effective price of $0.02149454 per share (the “Tenth EFA
Closing”). We received approximately $500,050 in net proceeds from the Tenth EFA Closing after deducting the fees and other
estimated offering expenses payable by us. We used the net proceeds from the Tenth EFA Closing for working capital and for general corporate
purposes.
Pursuant to the Equity Financing Agreement, on
June 16, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 23,799,766 shares of Common
Stock for total proceeds to us, net of discounts, of $402,086, at an effective price of $0.018584 per share (the “Eleventh EFA
Closing”). We received approximately $360,852 in net proceeds from the Eleventh EFA Closing after deducting the fees and other
estimated offering expenses payable by us. We used the net proceeds from the Eleventh EFA Closing for working capital and for general
corporate purposes.
The shares issued in reliance upon the exemption
from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the Securities Act,
based in part on the representations of the investor. There were $1,094,215 in sales commissions paid to J.H. Darbie & Co., Inc. (“J.H.
Darbie”) pursuant to these transactions.
May 2022 Equity Finance Agreement with GHS
Below are the shares sold pursuant to the 2022
EFA:
Date of Put |
Number of Shares Sold |
Total Proceeds, Net of Discounts |
Effective Price per Share |
Net Proceeds |
6/24/22 |
38,391,106 |
$643,539 |
$0.01978 |
$578,160 |
7/1/22 |
33,525,465 |
$556,750 |
$0.019596 |
$500,050 |
7/11/22 |
32,756,532 |
$556,750 |
$0.01699661 |
$550,050 |
7/20/22 |
29,386,519 |
$556,750 |
$0.01894558 |
$550,050 |
7/28/22 |
35,884,040 |
$556,750 |
$0.018308 |
$500,050 |
8/10/22 |
44,505,857 |
$680,109 |
$0.015281 |
$611,073 |
8/18/22 |
54,574,909 |
$948,863 |
$0.017386441 |
$852,952 |
8/25/22 |
105,255,759 |
$2,264,961 |
$0.021518644 |
$2,128,038 |
9/2/22 |
140,073,757 |
$3,000,000 |
$0.021417288 |
$2,788,975 |
9/14/22 |
79,092,686 |
$1,757,466 |
$0.022220339 |
$1,757,466 |
9/30/22 |
30,538,303 |
$500,000 |
$0.0163729 |
$463,975 |
10/14/2022 |
35,628,020 |
$500,000 |
$0.014034 |
$463,975 |
11/7/2022 |
22,022,709 |
$326,235 |
$0.014814 |
$302,373 |
11/18/2022 |
39,699,793 |
$325,000 |
$0.008186 |
$301,225 |
12/2/2022 |
42,148,416 |
$325,000 |
$0.007711 |
$301,225 |
12/20/2022 |
78,705,534 |
$540,000 |
$0.006861 |
$501,175 |
12/30/2022 |
63,338,702 |
$400,000 |
$0.006315 |
$370,975 |
10/14/2022 |
35,628,020 |
$500,000 |
$0.014034 |
$463,975 |
1/12/2023 |
64,130,435 |
$400,000 |
$0.006237 |
$370,975 |
1/24/2023 |
77,733,861 |
$400,000 |
$0.005146 |
$370,975 |
2/3/2023 |
61,173,706 |
$300,000 |
$0.004904 |
$277,975 |
2/17/2023 |
75,447,571 |
$300,000 |
$0.003976 |
$277,975 |
3/1/2023 |
83,113,044 |
$324,000 |
$0.003898 |
$300,295 |
3/16/2023 |
93,165,852 |
$254,232 |
$0.002729 |
$235,410 |
3/30/2023 |
65,465,384 |
$166,903 |
$0.002549 |
$154,195 |
4/11/2023 |
67,462,162 |
$203,552 |
$0.0030173 |
$188,279 |
11/14/23 |
18,997,442 |
$25,179 |
$0.0013254 |
$22,392 |
11/22/23 |
29,685,620 |
$34,717 |
$0.0011695 |
$31,261 |
12/1/23 |
51,275,586 |
$47,973 |
$0.0009356 |
$43,589 |
12/11/23 |
87,136,216 |
$108,019 |
$0.0012397 |
$99,433 |
The shares issued in reliance upon the exemption
from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the Securities Act,
based in part on the representations of the investor. There were $,299,509 in sales commissions paid to J.H. Darbie & Co., Inc. (“J.H.
Darbie”) pursuant to these transactions.
July 2023 Equity Finance Agreement with GHS
Below is a table of all puts made by the Company
under the Second Amended Equity Financing Agreement with GHS dated July 10, 2023:
Date of Put |
Number of Shares Sold |
Total Proceeds, Net of Discounts |
Effective Price per Share |
Net Proceeds |
4/28/2023 |
91,795,875 |
$235,000 |
$0.00256 |
$208,550 |
6/26/2023 |
44,583,334 |
$214,000 |
$0.00480 |
$141,020 |
The shares above were issued in reliance upon
the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the
Securities Act, based in part on the representations of the investor. There were $29,960 in sales commissions paid to J.H. Darbie &
Co., Inc. pursuant to the July 2023 EFA.
Private Sales
On February 21, 2022, we sold 75,798,921 shares
of our Common Stock at $0.032982 per share to a single investor for total consideration of $2,500,000.
On March 3, 2022, we sold 16,579,569 shares of
our Common Stock at $0.0301576 per share to a single investor for total consideration of $500,000.
On March 14, 2022, we sold 5,617,347 shares of
our Common Stock at $0.071208 per share to a single investor for total consideration of $400,000.
Effective January 17, 2023, the Company entered
into a Securities Purchase Agreement with George Thomas Rettas pursuant to which the Company sold 11,441,647 shares of Common Stock $0.0087
per share for gross proceeds of $100,000.
On September 29, 2023, we sold 100,000,000 shares
of common stock to Brian Dodd for net proceeds of $100,000.
On November 7, 2023, we sold 55,555,555 shares
of common stock to Aaron Tofte for net proceeds of $50,000.
On November 8, 2023, we sold 33,333,333 shares
of common stock to Dan Holt for net proceeds of $30,000.
On November 29, 2023, we sold 55,555,555 shares
of common stock to Paul Ellefson for net proceeds of $50,000.
On November 30, 2023, we sold 27,777,777 shares
of common stock to Paul Ellefson for net proceeds of $25,000.
On December 1, 2023, we sold 33,333,333 shares
of common stock to Dan Holt for net proceeds of $30,000.
The shares issued in reliance upon the exemption
from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the Securities Act,
based in part on the representations of the investor.
Shares Issued for Services
On February 16, 2021, we entered into a Consulting
Agreement effective December 23, 2020 with Kenneth Brooks Davidson. Pursuant to the agreement, we have engaged Mr. Davidson as our Director,
U.S. Operations for Oil and Gas & Renewables. During the term of the Agreement, the Consultant is entitled to monthly awards of 6,250
shares of our Common Stock and, after at least 24 months from the effective date of the Agreement the possibility of a bonus award of
up to 75,000 shares of our Common Stock.
The issuance was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act.
Shares Issued for Acquisitions
On August 30, 2021, the Company closed the MPAs
with RI and WS pursuant to which the Company agreed to pay to the majority shareholder of each of RI and WS an aggregate of 15,000,000
shares of the Company’s Common Stock, in exchange for 60% ownership of each of RI and WS.
The issuance was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act.
Miscellaneous Issuances
Pursuant to a Finder’s Fee Agreement with
J.H. Darbie, from October 4, 2021 to October 25, 2021, we issued to J.H. Darbie an aggregate of 5,425,453 shares of common stock.
In January 2023, the Company entered into a settlement
of a dispute between certain stockholders in which the Company decided, during the period ended March 31, 2023, to issue shares to settle
the dispute. In January 2023, the Company issued 297,000,000 shares of common stock to the individuals. The fair value of $1,989,900,
or $0.0067 per share, was included in professional fees in the consolidated statements of operations in the three months ended March 31,
2023.
These issuances were made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act.
Series A Preferred Stock Issuance
On June 24, 2022, pursuant to the Employment Agreement
dated effective April 1, 2022 with Dennis O’Leary, our CEO, we issued 100 shares of Series A Preferred Stock to Mr. O’Leary.
The shares issued in reliance upon the exemption
from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the Securities Act,
based in part on the representations of the investor. There were no commissions paid pursuant to this transactions.
Item 16 - Exhibits
The following exhibits are included with this
Prospectus:
Exhibit
Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing
Date |
|
Filed
Herewith |
2.1 |
|
Form of Agreement and Plan of Merger by and between Klever Marketing, Inc., DarkPulse Technologies Inc. and DPTH Acquisition Corporation dated April 27, 2018 |
|
8-K |
|
000-18730 |
|
2.1 |
|
5/1/18 |
|
|
2.2 |
|
Form of Amendment No. 1 to Agreement and Plan of Merger by and between Klever Marketing, Inc., DarkPulse Technologies Inc. and DPTH Acquisition Corporation dated June 29, 2018 |
|
8-K/A |
|
000-18730 |
|
2.1 |
|
7/13/18 |
|
|
2.3 |
|
Form of Amendment No. 2 to Agreement and Plan of Merger by and between Klever Marketing, Inc., DarkPulse Technologies Inc. and DPTH Acquisition Corporation dated August 17, 2018, effective as of July 18, 2018 |
|
8-K |
|
000-18730 |
|
2.1 |
|
8/21/18 |
|
|
2.4# |
|
Business Combination Agreement, by, between, and among DarkPulse, Inc., Global System Dynamics, Inc., and Zilla Acquisition Corp. |
|
8-K |
|
000-18730 |
|
2.1 |
|
12/15/22 |
|
|
3.1 |
|
Restated Certificate of Incorporation of Klever Marketing, Inc. a Delaware corporation |
|
10-KSB |
|
000-18730 |
|
3.01 |
|
6/20/97 |
|
|
3.2 |
|
Certificate of Amendment to Certificate of Incorporation |
|
8-K |
|
000-18730 |
|
3.1 |
|
7/24/18 |
|
|
3.3 |
|
Certificate of Amendment to Certificate of Incorporation filed February 5, 2019 |
|
10-K |
|
000-18730 |
|
3.05 |
|
4/15/21 |
|
|
3.4 |
|
Certificate of Amendment to Certificate of Incorporation filed February 20, 2020 |
|
10-K |
|
000-18730 |
|
3.06 |
|
4/15/21 |
|
|
3.5 |
|
Bylaws |
|
10-KSB |
|
000-18730 |
|
3.02 |
|
6/20/97 |
|
|
3.6 |
|
Amended Bylaws |
|
10-KSB |
|
000-18730 |
|
3.03 |
|
3/29/01 |
|
|
3.7 |
|
Certificate of Designation for Series A Preferred Stock dated June 22, 2022 |
|
8-K |
|
000-18730 |
|
3.1 |
|
6/23/22 |
|
|
3.8 |
|
Certificate of Amendment for Series A Preferred Stock filed December 2, 2022 |
|
8-K |
|
000-18730 |
|
3.1 |
|
12/8/22 |
|
|
3.9 |
|
Certificate of Correction for Certificate of Amendment For Series A Preferred Stock filed December 8, 2022 |
|
8-K |
|
000-18730 |
|
3.2 |
|
12/8/22 |
|
|
3.10 |
|
Certificate of Designation of Series D Preferred Stock |
|
8-K |
|
000-18730 |
|
3.2 |
|
7/24/18 |
|
|
3.11 |
|
Certificate of Amendment for Series D Preferred Stock filed December 23, 2021 |
|
8-K |
|
000-18730 |
|
3.01 |
|
12/27/21 |
|
|
3.12 |
|
Certificate of Amendment for Series D Preferred Stock filed December 2, 2022 |
|
8-K |
|
000-18730 |
|
3.3 |
|
12/8/22 |
|
|
4.1 & 10.1 |
|
Convertible Promissory Note dated July 14, 2018 |
|
10-Q |
|
000-18730 |
|
99.1 |
|
8/15/18 |
|
|
4.2 & 10.2 |
|
Convertible Promissory Note dated July 14, 2018 |
|
10-Q |
|
000-18730 |
|
99.2 |
|
8/15/18 |
|
|
4.3 & 10.3 |
|
Convertible Promissory Note dated July 14, 2018 |
|
10-Q |
|
000-18730 |
|
99.3 |
|
8/15/18 |
|
|
4.4 & 10.4 |
|
Convertible Promissory Note dated July 14, 2018 |
|
10-Q |
|
000-18730 |
|
99.4 |
|
8/15/18 |
|
|
4.5 & 10.5 |
|
Convertible Promissory Note dated July 17, 2018, effective July 18, 2018 |
|
10-Q |
|
000-18730 |
|
99.5 |
|
8/15/18 |
|
|
4.6 & 10.6 |
|
Convertible Promissory Note dated July 24, 2018, and effective July 27, 2018 |
|
10-Q |
|
000-18730 |
|
99.6 |
|
8/15/18 |
|
|
4.7 & 10.7 |
|
Convertible Promissory Note dated August 20, 2018, effective August 24, 2018 |
|
8-K |
|
000-18730 |
|
10.1 |
|
8/27/18 |
|
|
4.8 & 10.8 |
|
Convertible Promissory Note issued to EMA dated September 25, 2018, effective September 28, 2018 |
|
8-K |
|
000-18730 |
|
10.1 |
|
10/5/18 |
|
|
4.9 & 10.9 |
|
Convertible Promissory Note issued to Auctus dated September 25, 2018, effective September 27, 2018 |
|
8-K |
|
000-18730 |
|
10.2 |
|
10/5/18 |
|
|
4.10 & 10.10 |
|
Convertible Promissory Note issued to FirstFire dated September 24, 2018, and effective October 9, 2018 |
|
8-K |
|
000-18730 |
|
10.1 |
|
10/15/18 |
|
|
4.11 & 10.11 |
|
8% Convertible Redeemable Note issued to GS Capital Partners, LLC dated January 10, 2019 |
|
8-K |
|
000-18730 |
|
4.1 |
|
1/15/19 |
|
|
4.12 & 10.12 |
|
Form of Convertible Promissory Note issued to Crown Bridge Partners, LLC dated February 5, 2019 |
|
8-K |
|
000-18730 |
|
4.1 |
|
2/14/19 |
|
|
4.13 & 10.13 |
|
Convertible Promissory Note issued to Geneva Roth Remark Holdings, Inc. dated September 2, 2020 |
|
10-K |
|
000-18730 |
|
4.13 |
|
4/15/21 |
|
|
4.14 & 10.14 |
|
Convertible Promissory Note Issued as of April 26, 2021 to FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC |
|
10-Q |
|
000-18730 |
|
4.1 |
|
8/16/21 |
|
|
4.15 & 10.15 |
|
6% Redeemable Note dated July 14, 2021 issued to GS Capital Partners, LLC in the principal amount of $2,000,000 |
|
10-Q |
|
000-18730 |
|
4.1 |
|
11/15/21 |
|
|
5.1 |
|
Legal Opinion of Business Legal Advisors, LLC |
|
|
|
|
|
|
|
|
|
X |
10.16 |
|
Securities Purchase Agreement dated July 14, 2021 with GS Capital Partners, LLC |
|
10-Q |
|
000-18730 |
|
10.1 |
|
11/15/21 |
|
|
10.17 |
|
Securities Purchase Agreement by and between DarkPulse, Inc. and GS Capital Partners, LLC dated January 10, 2019 |
|
8-K |
|
000-18730 |
|
10.1 |
|
1/15/19 |
|
|
10.18 |
|
Form of Securities Purchase Agreement between DarkPulse, Inc. and Crown Bridge Partners, LLC dated February 5, 2019 |
|
8-K |
|
000-18730 |
|
10.1 |
|
2/14/19 |
|
|
10.19 |
|
Securities Purchase Agreement with Geneva Roth Remark Holdings, Inc. dated September 2, 2020 |
|
10-K |
|
000-18730 |
|
10.03 |
|
4/15/21 |
|
|
10.20 |
|
Consulting Agreement effective December 23, 2020 with Faisal Farooqui |
|
10-K |
|
000-18730 |
|
10.04 |
|
4/15/21 |
|
|
10.21 |
|
Assignment Agreement with the University of New Brunswick, Canada |
|
10-K |
|
000-18730 |
|
10.05 |
|
4/15/21 |
|
|
10.22 |
|
Convertible Debenture (Secured) Issued April 24, 2017 |
|
10-K |
|
000-18730 |
|
10.06 |
|
4/15/21 |
|
|
10.23 |
|
Finder’s Fee Agreement dated January 8, 2021 with J.H. Darbie & Co., Inc. |
|
10-Q |
|
000-18730 |
|
10.1 |
|
5/17/21 |
|
|
10.24 |
|
Securities Purchase Agreement dated as of April 26, 2021 with FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC |
|
10-Q |
|
000-18730 |
|
10.1 |
|
8/16/21 |
|
|
10.25 |
|
Registration Rights Agreement dated April 26, 2021 to FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC |
|
10-Q |
|
000-18730 |
|
10.2 |
|
8/16/21 |
|
|
10.26 |
|
Heads of Terms with Remote Intelligence LLC and Unleash Live, Inc. dated May 10, 2021 |
|
10-Q |
|
000-18730 |
|
10.3 |
|
8/16/21 |
|
|
10.27 |
|
Consulting Agreement with Dr. Joseph Catalino Jr. dated May 17, 2021 |
|
10-Q |
|
000-18730 |
|
10.4 |
|
8/16/21 |
|
|
10.28 |
|
Settlement and Mutual Release Agreement with Auctus Fund, LLC dated June 3, 2021 |
|
10-Q |
|
000-18730 |
|
10.5 |
|
8/16/21 |
|
|
10.29 |
|
Letter of Intent with Remote Intelligence, Limited Liability Company dated June 8, 2021 |
|
10-Q |
|
000-18730 |
|
10.6 |
|
8/16/21 |
|
|
10.30 |
|
Letter of Intent with Wildlife Specialists, LLC dated June 8, 2021 |
|
10-Q |
|
000-18730 |
|
10.7 |
|
8/16/21 |
|
|
10.31 |
|
Teaming Agreement with Crae-Con Construction Inc. dated June 22, 2021 |
|
10-Q |
|
000-18730 |
|
10.8 |
|
8/16/21 |
|
|
10.32 |
|
Teaming Agreement with SurSafe LLC dated June 24, 2021 |
|
10-Q |
|
000-18730 |
|
10.9 |
|
8/16/21 |
|
|
10.33 |
|
Letter of Intent with TerraData Unmanned, PLLC dated June 25, 2021 |
|
10-Q |
|
000-18730 |
|
10.10 |
|
8/16/21 |
|
|
10.34 |
|
Consulting Agreement dated effective July 22, 2021 with Rick Gibson |
|
10-Q |
|
000-18730 |
|
10.2 |
|
11/15/21 |
|
|
10.35 |
|
Engagement Agreement and Terms and Conditions dated August 3, 2021 with Energy & Industrial Advisory Partners, LLC |
|
10-Q |
|
000-18730 |
|
10.3 |
|
11/15/21 |
|
|
10.36 |
|
Letter of Intent dated June 8, 2021 with Remote Intelligence, Limited Liability Company |
|
10-Q |
|
000-18730 |
|
10.4 |
|
11/15/21 |
|
|
10.37 |
|
Letter of Intent dated June 8, 2021 with Wildlife Specialists, LLC |
|
10-Q |
|
000-18730 |
|
10.5 |
|
11/15/21 |
|
|
10.38 |
|
Share Purchase Agreement dated August 9, 2021 with Optilan Guernsey Limited and Optilan Holdco 2 Limited |
|
10-Q |
|
000-18730 |
|
10.6 |
|
11/15/21 |
|
|
10.39 |
|
Subscription Agreement August 9, 2021 with Optilan HoldCo 3 Limited |
|
10-Q |
|
000-18730 |
|
10.7 |
|
11/15/21 |
|
|
10.40 |
|
Letter of Intent dated effective August 18, 2021 with TJM Electronics West, Inc. |
|
10-Q |
|
000-18730 |
|
10.8 |
|
11/15/21 |
|
|
10.41 |
|
Membership Interest Purchase Agreement dated August 30, 2021 with Remote Intelligence, Limited Liability Company |
|
10-Q |
|
000-18730 |
|
10.9 |
|
11/15/21 |
|
|
10.42 |
|
Membership Purchase Agreement dated August 24, 2022 with Remote Intelligence, Limited Liability Company |
|
10-Q |
|
000-18730 |
|
10.2 |
|
11/4/22 |
|
|
10.42 |
|
Membership Interest Purchase Agreement dated August 30, 2021 with Wildlife Specialists, LLC |
|
10-Q |
|
000-18730 |
|
10.10 |
|
11/15/21 |
|
|
10.44 |
|
Membership Purchase Agreement dated August 24, 2022 with Wildlife Specialists, LLC |
|
10-Q |
|
000-18730 |
|
10.3 |
|
11/4/22 |
|
|
10.43 |
|
Letter of Intent dated June 25, 2021 with TerraData Unmanned, PLLC |
|
10-Q |
|
000-18730 |
|
10.11 |
|
11/15/21 |
|
|
10.44 |
|
Amendment No. 1 to Letter of Intent with TerraData Unmanned, PLLC dated effective August 24, 2021 |
|
10-Q |
|
000-18730 |
|
10.12 |
|
11/15/21 |
|
|
10.45 |
|
Amendment No. 2 to Letter of Intent with TerraData Unmanned, PLLC dated effective September 3, 2021 |
|
10-Q |
|
000-18730 |
|
10.13 |
|
11/15/21 |
|
|
10.46 |
|
Amendment to Letter of Intent with TJM Electronics West, Inc. dated effective August 31, 2021 |
|
10-Q |
|
000-18730 |
|
10.14 |
|
11/15/21 |
|
|
10.47 |
|
Stock Purchase Agreement dated September 8, 2021 with TJM Electronics West, Inc. |
|
10-Q |
|
000-18730 |
|
10.15 |
|
11/15/21 |
|
|
10.48 |
|
Research Agreement dated September 21, 2021 with the Arizona Board of Regents |
|
10-Q |
|
000-18730 |
|
10.16 |
|
11/15/21 |
|
|
10.49 |
|
Membership Purchase Agreement with TerraData Unmanned, PLLC dated effective October 1, 2021 |
|
S-1 |
|
333-261453 |
|
10.48 |
|
12/1/21 |
|
|
10.50 |
|
Teaming Agreement with CADG Engineering Pte Ltd dated effective October 5, 2021 |
|
S-1 |
|
333-261453 |
|
10.49 |
|
12/1/21 |
|
|
10.51 |
|
Equity Financing Agreement with GHS Investments LLC dated November 9, 2021 |
|
S-1 |
|
333-261453 |
|
10.50 |
|
12/1/21 |
|
|
10.52 |
|
Registration Rights Agreement with GHS Investments LLC dated November 9, 2021 |
|
S-1 |
|
333-261453 |
|
10.51 |
|
12/1/21 |
|
|
10.53 |
|
Investor Relations Agreement dated December 15, 2021 with RedChip Companies, Inc. |
|
10-K |
|
000-18730 |
|
10.53 |
|
4/15/22 |
|
|
10.54 |
|
Equity Financing Agreement with GHS Investments LLC dated May 27, 2022 |
|
S-1 |
|
333-265401 |
|
10.54 |
|
6/3/22 |
|
|
10.55 |
|
Registration Rights Agreement with GHS Investments LLC dated May 27, 2022 |
|
S-1 |
|
333-265401 |
|
10.55 |
|
6/3/22 |
|
|
10.56 |
|
Amendment No. 1 to the Equity Financing Agreement with GHS Investments LLC dated June 1, 2022 |
|
S-1 |
|
333-265401 |
|
10.56 |
|
6/3/22 |
|
|
10.57 |
|
Distributorship Agreement dated effective June 13, 2022 with Multi Net Egypt for Trading |
|
8-K |
|
000-18730 |
|
99.2 |
|
6/13/22 |
|
|
10.58* |
|
Employment Agreement dated effective April 1, 2022 with Dennis O’Leary |
|
10.2 |
|
000-18730 |
|
10.2 |
|
8/10/22 |
|
|
10.59 |
|
Joint Cooperation Contract dated July 5, 2022 with Salman International Company |
|
8-K |
|
000-18730 |
|
99.2 |
|
7/6/22 |
|
|
10.60 |
|
Exclusive Commercial Agency Agreement dated July 27, 2022 with Gulf Automation Services & Oilfield Supplies Company [Gasos] LLC |
|
10-Q |
|
000-18730 |
|
10.1 |
|
11/4/22 |
|
|
10.61 |
|
Consulting Agreement dated June 1, 2022 with Dr Ehab M. Eldemeri |
|
10-Q |
|
000-18730 |
|
10.1 |
|
8/10/22 |
|
|
10.62 |
|
Joint Venture Agreement dated September 9, 2022 |
|
8-K |
|
000-18730 |
|
99.1 |
|
9/12/22 |
|
|
10.63 |
|
Purchase Agreement dated October 12, 2022 with Gladstone Sponsor, LLC and Gladstone Acquisition Corp. |
|
10-K |
|
000-18730 |
|
10.63 |
|
6/23/23 |
|
|
10.64 |
|
Assignment, Assumption, Release and Waiver of the Letter Agreement dated October 12, 2022 with Gladstone Sponsor, LLC and Gladstone Acquisition Corp. |
|
10-K |
|
000-18730 |
|
10.64 |
|
6/23/23 |
|
|
10.65 |
|
Joinder to the Registration Rights Agreement dated October 12, 2022 with Gladstone Acquisition Corp. |
|
10-K |
|
000-18730 |
|
10.65 |
|
6/23/23 |
|
|
10.66 |
|
Sale Agreement dated December 1, 2023 |
|
|
|
|
|
|
|
|
|
X |
16.1 |
|
Letter from Boyle CPA Dated January 28, 2022 Regarding Change in Certifying Accountant |
|
8-K |
|
000-18730 |
|
16.1 |
|
1/28/22 |
|
|
16.2 |
|
Letter from Urish Popeck & Co., LLC Dated January 4, 2023 Regarding Change in Certifying Accountant |
|
8-K |
|
000-18730 |
|
16.1 |
|
1/4/23 |
|
|
21.1 |
|
List of Subsidiaries |
|
|
|
|
|
|
|
|
|
X |
23.1 |
|
Consent of Urish Popeck & Co., LLC, independent registered public accounting firm |
|
|
|
|
|
|
|
|
|
X |
23.2 |
|
Consent of Mazars USA LLP, independent registered public accounting firm |
|
|
|
|
|
|
|
|
|
X |
23.3 |
|
Consent of Attorney (included in Exhibit 5.1) |
|
|
|
|
|
|
|
|
|
-- |
101.INS |
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
|
|
|
|
|
|
|
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
|
|
|
|
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
|
|
|
|
|
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
|
|
|
|
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
|
|
|
|
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
|
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL, and included in exhibit 101). |
|
|
|
|
|
|
|
|
|
|
107 |
|
Filing Fee Table |
|
|
|
|
|
|
|
|
|
X |
____________
|
* |
Indicates management contract or compensatory plan or arrangement. |
|
# |
Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
Item 17 - Undertakings
(A) The undersigned Registrant hereby undertakes:
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: |
|
|
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
|
|
|
|
(ii) |
Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
|
|
|
|
(iii) |
Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
|
|
|
(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
|
|
(4) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(B) The issuer is subject to Rule 430C (ss. 230.
430C of this chapter): Each prospectus filed pursuant to Rule 424(b)(ss. 230.424(b) of this chapter) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule
430A (ss. 230. 430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Houston, Texas on December 18, 2023.
DARKPULSE, INC.
By: |
/s/ Dennis O’Leary |
|
|
Dennis O’Leary |
|
|
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting
Officer) |
|
|
|
|
Date: |
December 18, 2023 |
|
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
By: |
/s/ Dennis O’Leary |
|
|
Dennis O’Leary, Director, Chief Executive Officer and Chief Financial
Officer
(Principal Executive Officer and Principal Financial and Accounting
Officer) |
|
Date: |
December 18, 2023 |
|
By: |
/s/ Dr. Anthony Brown |
|
|
Dr. Anthony Brown, Director |
|
Date: |
December 18, 2023 |
|
By: |
/s/ Craig Atkin |
|
|
Craig Atkin, Director |
|
Date: |
December 18, 2023 |
|
Exhibit 5.1
![](https://www.sec.gov/Archives/edgar/data/866439/000168316823008911/image_002.jpg)
14888 Auburn Sky Drive, Draper, UT 84020
(801) 634-1984
brian@businesslegaladvisor.com |
Brian Higley
Attorney at Law
Licensed in Utah |
December 18, 2023
Dennis O’Leary, CEO
DarkPulse, Inc.
815 Walker Street, Suite 1155
Houston, TX 77002
|
Re: |
Registration Statement on Form S-1 |
Dear Mr. O’Leary:
I have acted as counsel for DarkPulse, Inc., a
Delaware corporation (the “Company”) in connection with the Company’s Registration Statement on Form S-1 (the
“Registration Statement”), as amended, filed with the U.S. Securities and Exchange Commission under the Securities
Act of 1933, as amended.
I have reviewed the Registration Statement, including
the prospectus (the “Prospectus”) that is a part of the Registration Statement. The Registration Statement registers
the offering and sale by a certain selling stockholder of the Company of 3,500,000,000 shares of the Company’s common stock (the
“Shares”).
In connection with this opinion, I have reviewed
originals or copies (certified or otherwise identified to my satisfaction) of the Company’s Certificate of Incorporation, the Company’s
Bylaws, resolutions adopted by the Company’s Board of Directors, the Registration Statement, the exhibits to the Registration Statement,
and such other records, documents, statutes and decisions, and such certificates or comparable documents of public officials and of officers
and representatives of the Company, and have made such inquiries of such officers and representatives, as I have deemed relevant in rendering
this opinion.
In such examination, I have assumed the genuineness
of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity
to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals
of such latter documents.
The opinions expressed below are limited to the
laws of the State of Delaware (including the applicable provisions of the Delaware Constitution, applicable judicial and regulatory decisions
interpreting these laws, and applicable rules and regulations underlying these laws) and the federal laws of the United States.
Based on the foregoing and in reliance thereon
and subject to the assumptions, qualifications and limitations set forth herein, I am of the opinion that pursuant to the corporate laws
of the State of Delaware, including all relevant provisions of the state constitution and all judicial interpretations interpreting such
provisions, the Shares are legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the use of my firm’s name in the related Prospectus under the heading “Legal
Matters.”
|
Very truly yours, |
|
|
|
/s/ Brian Higley |
Exhibit 10.66
Confidential |
EXECUTION VERSION |
OPTILAN
(UK) LIMITED
as Seller
and
COLIN HARDMAN, CHRISTOPHER ALLEN AND GREGORY
ANDREW PALFREY
as Joint Liquidators
and
DARKPULSE INC
as Buyer
SALE AGREEMENT
![](https://www.sec.gov/Archives/edgar/data/866439/000168316823008911/image_003.jpg)
TABLE OF CONTENTS
Clause |
Page |
1 |
AGREED TERMS |
2 |
2 |
AGREEMENT TO SELL AND BUY |
6 |
3 |
PURCHASE PRICE |
6 |
4 |
PAYMENT AND COMPLETION |
7 |
5 |
PASSING OF RISK |
8 |
6 |
INTELLECTUAL PROPERTY |
8 |
7 |
VALUE ADDED TAX |
8 |
8 |
JOINT LIQUIDATORS' LIABILITY AND STATUS OF CLAIMS |
8 |
9 |
OVERAGE |
9 |
10 |
DATA PROTECTION |
9 |
11 |
EXCLUSIONS |
10 |
12 |
CONFIDENTIALITY AND ANNOUNCEMENTS |
11 |
13 |
FURTHER ASSURANCE |
12 |
14 |
ASSIGNMENT |
12 |
15 |
WHOLE AGREEMENT |
12 |
16 |
VARIATION |
12 |
17 |
COSTS |
13 |
18 |
NOTICE |
13 |
19 |
SEVERANCE |
14 |
20 |
AGREEMENT SURVIVES COMPLETION |
15 |
21 |
THIRD PARTY RIGHTS |
15 |
22 |
SUCCESSORS |
15 |
23 |
COUNTERPARTS |
15 |
24 |
GOVERNING LAW AND JURISDICTION |
15 |
SCHEDULE 1 VALUES OF ASSETS |
17 |
SCHEDULE 2 APPLICABLE INTELLECTUAL PROPERTY
RIGHTS |
18 |
Parties
(1) | OPTILAN (UK) LIMITED (in liquidation) incorporated and registered in England and Wales with company number 02715788 whose registered
office is at C/O Evelyn Partners LLP, 45 Gresham Street, London, EC2V 7BG acting by the Joint Liquidators (Seller) |
| |
(2) | COLIN HARDMAN, CHRISTOPHER ALLEN and GREGORY ANDREW PALFREY as joint liquidators of the Seller all of Evelyn
Partners LLP of 45 Gresham Street, London, EC2V 7BG (Joint Liquidators) |
| |
(3) | DARKPULSE INC incorporated and registered in Delaware, United States with company number 87-0472109 whose registered office
is at 815 Walker Street, Suite 1155, Houston TX 77002 USA (Buyer) |
Background
(A) | A winding-up order was made in respect of the Seller by Deputy District Judge Hayward in Portsmouth County Court on 28 June 2023. |
| |
(B) | The Joint Liquidators were appointed as liquidators of the Seller on 9 August 2023 by appointment by the Secretary of State under
section 137 of the Insolvency Act 1986. |
| |
(C) | The Seller has agreed to sell and the Buyer has agreed to purchase such right, title and interest (if any) as the Seller has in the
Assets, on the terms and conditions of this agreement. |
| |
(D) | The Joint Liquidators have entered into this agreement solely for the purpose of obtaining the benefit of the provisions in their
favour and shall incur no personal liability of any kind under or in connection with this agreement. |
1Agreed terms
|
1.1 |
Interpretation |
|
|
|
|
1.2 |
The definitions
and rules of interpretation in this clause apply in this agreement unless the context otherwise requires. |
Applicable Intellectual Property Rights: Intellectual
Property Rights owned, used or held for use by the Seller as set out in Schedule 2 and, for the avoidance of doubt, excluding any Excluded
Intellectual Property Rights.
Assets: the property, rights and assets set out in
clause 2.1(a) to clause 2.1(c) (inclusive).
Business Day: a day (other than a Saturday, Sunday
or public holiday) when banks in London are open for business.
Completion: the completion
of the sale and purchase of the Assets pursuant to and in accordance with clause 4.
Completion Date: the date of this agreement.
Customer Data: the personal data (as defined
in article 4(1) of the UK GDPR) of any Customers.
Customers: the customers and former customers of
the Seller.
Data Controller: as defined in article 4(7) of the
UK GDPR.
Data Employees: all persons formerly employed by
the Seller.
Data Protection Legislation:
the UK Data Protection Legislation and any other legislation relating to personal data and all other legislation and regulatory requirements
in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of
electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and
applicable to a party.
Employee Data: the personal
data (as defined in article 4(1) of the UK GDPR) of the Data Employees.
Encumbrance: any mortgage,
charge (fixed or floating), pledge, lien, hypothecation, trust or other third party right or interest (legal or equitable) including any
assignment by way of security or other security interest of any kind, however created or arising, or any other agreement or arrangement
(including a sale and repurchase agreement or retention of title arrangement) having similar effect.
Excluded Assets: the property,
rights and assets set out in clause 2.2 as being excluded from the sale and purchase under this agreement.
Excluded Intellectual Property Rights: means the
Intellectual Property Rights relating to:
| (a) | legacy Optilan internal systems developed prior to the Buyer’s acquisition
of the Seller including, but not limited to, software and systems developed by Christopher Yarwood and his team, whilst employed by the
Seller described as Jobcard, Quotes System, ODMS, Timesheet system and Mobile Engineer (the database architecture and the application’s
source code was stored in an IT department area of the old “K drive” of the Seller); and |
| | |
| (b) | any databases containing customer or employee data. |
Expert: means an individual
with suitable experience at a firm of chartered accountants in the United Kingdom (who and which are independent of the parties).
HMRC: HM Revenue & Customs.
Intellectual Property Rights:
patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up,
goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect
the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in
each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions
of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist
now or in the future in any part of the world.
Joint Liquidators' Solicitors:
Norton Rose Fulbright LLP of 3 More London Riverside, London SE1 2AQ.
Onward Sale: the sale or transfer
of any of the Assets, directly or indirectly, to a third party by the Buyer (whether by way of one transaction or a series of transactions)
where the aggregate consideration payable in respect of all such sales, transfers or disposals exceeds the Purchase Price.
Overage Consideration: an amount,
by way of further consideration for the Assets, equal to ten per cent (10%) of the amount of the consideration for the Onward Sale.
Overage Period: means the period
from and including the date of this agreement to and including the date falling five years from the date of this agreement.
Purchase Price: the consideration payable by
the Buyer to the Seller under clause 3. Transaction: the transaction contemplated by this agreement or any part of that transaction.
UK Data Protection Legislation: all
applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR, the
Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426)
as amended and the guidance and codes of practice issued by the Information Commissioner that are applicable to a party.
UK GDPR: has the meaning given
to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
VAT: value added tax chargeable
under the Value Added Tax Act 1994 and any similar replacement or additional tax.
|
1.3 |
Clause, schedule and paragraph
headings do not affect the interpretation of this agreement. |
|
|
|
| 1.4 | A reference to a clause or a schedule is a reference to a clause of, or schedule to, this agreement. A
reference to a paragraph is to a paragraph of the relevant schedule. |
|
1.5 |
A person includes a natural person, corporate or
unincorporated body (whether or not having separate legal personality). |
|
|
|
|
1.6 |
A reference to a company shall include any company,
corporation or other body corporate, wherever and however incorporated. |
|
|
|
|
1.7 |
Unless the context otherwise requires: |
|
(a) |
words in the singular include the plural and in the plural include the singular; and |
|
|
|
|
(b) |
a reference to one gender includes a reference to the other gender. |
|
1.8 |
Words and expressions defined for the purposes of or in
connection with any statutory provisions shall, where the context so requires, be construed as having the same meanings in this agreement. |
|
|
|
|
1.9 |
A reference to legislation or a legislative provision is
a reference to it as amended, extended or re-enacted from time to time and reference to legislation or a legislative provision shall
include all subordinate legislation made from time to time under that legislation or legislative provision. |
|
|
|
|
1.10 |
Where the words include(s), including or
in particular are used in this agreement, they are deemed to have the words "without limitation" following them. |
|
|
|
|
1.11 |
Any obligation in this agreement on the Buyer not to do
something includes an obligation not to agree or allow that thing to be done. |
|
|
|
|
1.12 |
Any obligation in this agreement on the Buyer to do something
includes an obligation to do that thing at the Buyer's own cost and expense. |
|
|
|
|
1.13 |
Other and otherwise are illustrative and
shall not limit the sense of the words preceding them. |
|
1.14 |
A reference to the Joint Liquidators includes all
of them jointly and each of them individually. |
|
|
|
|
1.15 |
A reference to a claim includes any claim, demand,
action or proceeding of any kind, actual or contingent. |
|
|
|
|
1.16 |
A reference to a loss includes any loss, damage,
cost, charge, penalty, fee or expense. |
|
|
|
|
1.17 |
A reference to representatives includes partners, agents,
employees, sub-contractors and any other person acting on behalf of and with the authority of a party. |
|
|
|
|
1.18 |
References to any English legal terms, for any action, remedy,
method of judicial proceeding, legal document, legal status, court, official or any other legal concept or thing shall, in respect of
any jurisdiction other than England, be deemed to include a reference to what most nearly approximates to the English legal term in that
jurisdiction. |
|
|
|
|
1.19 |
References to times of the day are, unless the
context requires otherwise, to London time and references to a day are to a period of 24 hours running from midnight on the previous
day. |
2Agreement to sell and buy
|
2.1 |
Subject to the terms of this agreement, the
Seller shall sell and the Buyer shall purchase such right, title and interest (if any) as the Seller has and can transfer in the following
assets at Completion for the Purchase Price on the Completion Date: |
| (a) | shares in Optilan India PVT, registered office at Medavakkam Tank Road, Kilpauk, Chennai, 600010 (the
Optilan India Shares); |
| (b) | shares in Optilan Communications & Security Systems Ltd, registered office at Neorama Business Centre,
Floor 12/No.59, Beshtepe Mah, Yasham Cad. 13 Sogutozu, Ankara (the Optilan Turkey Shares); and |
| (c) | Applicable Intellectual Property Rights. |
|
2.2 |
Any property, rights or assets of the Seller
that are not listed in clause 2.1 are not included in the sale under this agreement, including for the avoidance of doubt and without limitation: |
| (a) | any Excluded Intellectual Property Rights; |
| | |
| (b) | any cash in hand or at the bank; |
| | |
| (c) | any real property owned, leased or used by the Seller; |
| | |
| (d) | all policies of insurance and assurance and any actual or potential claim under such policies or similar
contracts or in damages against any third party; |
| | |
| (e) | the benefit of any actual or potential claim, or right to make a claim, against any person including the
proceeds of any litigation; |
| | |
| (f) | any other shares or other securities owned by the Seller; |
| (g) | any stock-in-trade, work-in-progress or raw materials owned by the Seller; and |
| | |
| (h) | any plant and machinery, including but not limited to any motor vehicles owned or used by the Seller. |
3Purchase Price
|
3.1 |
The consideration for the sale and purchase of
the Assets shall be US$65,000 (Purchase Price). |
|
|
|
|
3.2 |
The Purchase Price (together with VAT) shall
be paid in full, and without set-off, counterclaim or abatement whatsoever, in cash at Completion by the Buyer to The Insolvency Service
Account, Sort Code 60-70-80, account number 1003231, IBAN GB1 9NWBK60708010003231, BIC NWBKGB2L, quoting the reference LQD6865221 or
in such other manner as the Joint Liquidators may direct. |
|
|
|
|
3.3 |
The Seller confirms that the Joint Liquidators or the Joint
Liquidators' Solicitors may give a good receipt for all payments to the Seller. |
|
|
|
|
3.4 |
The Purchase Price shall be apportioned between the Assets
in accordance with Schedule 1. |
4Payment and Completion
|
4.1 |
Completion shall take place immediately after the execution
of this agreement: |
| (a) | at the offices of the Joint Liquidators' Solicitors; or |
| | |
| (b) | at such other place as the Joint Liquidators may direct. |
|
4.2 |
At Completion, the Buyer shall: |
| (a) | pay the Purchase Price, together with VAT (if applicable); |
| | |
| (b) | execute all documents delivered by the Seller that require execution by the Buyer; |
| | |
| (c) | make such arrangements as it sees fit for collecting any of the Assets; |
| | |
| (d) | deliver to the Seller a certified copy of the resolution adopted by the board of
directors of the Buyer authorising the execution and delivery by the officers specified in the resolution of this agreement, and any other
documents referred to in this agreement as being required to be delivered by it. |
|
4.3 |
At Completion, subject to the Buyer having complied with
clause 4.2, the Seller shall deliver, or procure delivery to the Buyer or make available to the Buyer: |
| (a) | duly executed assignments in the agreed form of those Applicable Intellectual Property
Rights that may be assigned by the Seller without the consent of any third party; and |
| | |
| (b) | a VAT invoice for any VAT payable on the sale of the Assets (if applicable). |
|
4.4 |
Without limitation of any other provision of this agreement,
from Completion, the Buyer shall do all things necessary to ensure compliance with all legal requirements as to possession, ownership
or use of any of the Assets, including obtaining all necessary licences, consents, certificates, permits and other authorisations. |
|
|
|
|
4.5 |
The Buyer shall fully indemnify the Seller and the Joint
Liquidators from and against all claims and losses that may be brought against or incurred by the Seller or the Joint Liquidators in
respect of the Buyer's failure to comply with clause 4.4. |
5Passing
of risk
The Assets shall be at the sole risk of the Buyer upon the
making of this agreement.
6Intellectual
property
|
6.1 |
The Buyer shall obtain any necessary third party licences,
consents and permissions (Permissions) to use or exploit the Applicable Intellectual Property Rights. For the avoidance of doubt,
the Seller does not authorise or purport to authorise the Buyer to use or exploit any Applicable Intellectual Property Rights before the Buyer
obtains any such Permissions. |
|
|
|
|
6.2 |
The Buyer shall be responsible for all registration, maintenance,
renewal fees and other expenses in connection with the assignment, licensing and maintenance of the Applicable Intellectual Property
Rights. |
|
|
|
|
6.3 |
The Buyer shall fully indemnify the Seller and the Joint
Liquidators from and against all claims and losses which may be brought against or incurred by the Seller or the Joint Liquidators in
respect of any or all of the Applicable Intellectual Property Rights. |
7Value added tax
All amounts payable by the Buyer pursuant to this agreement
are exclusive of VAT, and the Buyer shall in addition pay an amount equal to any VAT chargeable on those sums on presentation of a VAT
invoice.
8Joint
Liquidators' liability and status of claims
|
8.1 |
The Joint Liquidators act as agents for the Seller and neither
they nor their representatives shall incur any personal liability in any circumstances whatever
by virtue of this agreement, nor in relation to any related matter or claim, nor in respect of any transfer, assignment or other documents
made pursuant to this agreement. |
|
|
|
|
8.2 |
The Joint Liquidators have entered into this agreement
in their personal capacities solely for the purpose of obtaining the benefit of the provisions in their favour. |
|
|
|
|
8.3 |
No sums due from the Joint Liquidators or the Seller arising
directly or indirectly out of the terms of this agreement shall be charged or payable as a cost or expense of the liquidation, but shall
rank (subject to that claim being allowed by law to rank as an unsecured claim) only as an unsecured claim against the Seller. |
9Overage
|
9.1 |
If, at any time during the Overage Period, an
Onward Sale occurs, the Buyer shall pay to the Seller the Overage Consideration by telegraphic transfer within two Business Days of receipt
of the relevant amount of the consideration in respect of the Onward Sale. |
|
|
|
|
9.2 |
The Buyer shall not: |
| (a) | enter into any Onward Sale with any third party except on arm’s length terms and for full market
value; and |
| (b) | structure any Onward Sale in any manner where any of the purposes are to avoid or reduce the Overage Consideration. |
|
9.3 |
In the event of any dispute between the Buyer and
the Seller as to the amount of Overage Consideration payable by the Buyer pursuant to this clause 9, the matter shall be ascertained
and certified by an Expert appointed jointly by the Joint Liquidators and the Buyer. In the event that the Joint Liquidators and the
Buyer fail to agree on the identity of the Expert, the matter shall be referred by either party to the president for the time being of
the Institute of Chartered Accountants who shall select the Expert and whose nomination shall be final and binding upon the parties.
The Expert shall act as expert and not as arbitrator, their decision shall (in the absence of manifest error) be final and binding on
the parties and their fees shall be borne and paid by the Buyer. |
10Data protection
|
10.1 |
Notwithstanding any other provision of this agreement,
the Buyer undertakes that, to the extent it receives any Customer Data or Employee Data, it shall: |
| (a) | duly observe all of its obligations as a Data Controller under the Data Protection Legislation which arise
in connection with processing Customer Data and Employee Data; |
| | |
| (b) | comply with the principles relating to processing of personal data set out in article 5(1) of the UK GDPR
and, in particular, it shall process Customer Data and Employee Data fairly and lawfully in accordance with the "lawfulness, fairness
and transparency" principle and in accordance with the terms and conditions set out in this agreement; |
| | |
| (c) | send a privacy notice to each Customer and Data Employee identified within 5 Business Days of the Completion
Date; |
| | |
| (d) | respond to any request made by a Data Employee or Customer in accordance with the rights of data subjects
(as defined in article 4(1) of the UK GDPR); and |
| | |
| (e) | obtain, and at all times maintain, a notification under the Data Protection Legislation appropriate to
the performance of its obligations under this agreement. |
|
10.2 |
The Buyer shall fully indemnify the Seller and the Joint Liquidators
from and against all claims and losses incurred by the Seller or the Joint Liquidators which may be brought against or incurred by the
Seller or the Joint Liquidators in respect of the processing of the Customer Data or Employee Data by the Buyer or any breach of contract,
negligence, fraud, wilful misconduct, breach of statutory duty or non-compliance with the data protection obligations set out in this
clause 10 or any part of the Data Protection Legislation by the Buyer or its representatives. |
11Exclusions
|
11.1 |
Subject to clause 9.3, all representations, warranties, conditions,
guarantees and stipulations, express or implied, statutory, customary or otherwise in respect of the Assets, or any of the rights, title
and interests transferred or agreed to be transferred, or of which possession may pass, pursuant to this agreement are expressly excluded
(including warranties and conditions as to title, quiet possession, merchantable or satisfactory quality, fitness for purpose and description).
Except as expressly set out in this agreement, any lists contained in any schedule or annexe shall not constitute any warranty in respect
of the Seller's ownership of the listed items or otherwise. |
|
|
|
|
11.2 |
The Assets sold under this agreement are sold in their condition
and locations as at the time of the making of this agreement and subject to all faults, liens, executions, distraints, Encumbrances and
claims of third parties; the expense of discharging which shall be met by the Buyer. Unless otherwise required by law (and then only
to that extent), the Seller and the Joint Liquidators and each of them shall not be liable for any loss arising out of, or due to, or
caused by any defect or deficiencies in any or all of the Assets.
|
|
|
|
|
11.3 |
The Buyer agrees that the terms and conditions of this
agreement and the exclusions and limitations contained in it are fair and reasonable having regard to the following: |
| (a) | that this is a sale by an insolvent company in circumstances where the Joint Liquidators' knowledge of
the Assets is limited and it is usual that no representations and warranties are given by or on behalf of the Seller or the Joint Liquidators; |
| | |
| (b) | that the Buyer has relied solely on the opinions of itself and its professional advisors concerning the
Assets or any of them; and |
| | |
| (c) | that the Buyer, its representatives and advisers have been given every opportunity it or they may wish
to have to carry out due diligence in respect of the Assets or any of them and all relevant documents relating to them. |
| | |
| (d) | The Buyer acknowledges that it has not entered into this agreement in reliance upon any representations,
agreements, statements or replies to specific enquiries (whether oral or written) made or alleged to have been made by the Seller, the
Joint Liquidators or its or their representatives at any time. |
|
11.4 |
Nothing in this agreement operates to limit or exclude
any liability for fraud or fraudulent misrepresentation. |
|
|
|
|
11.5 |
The Buyer acknowledges that if the Seller does not have
title or unencumbered title to any or all of the Assets, or if the Buyer cannot exercise any right conferred or purported to be conferred
on it by this agreement, this shall not be a ground or grounds for rescinding, avoiding or varying any or all of the provisions of this
agreement, or for any reduction or repayment of any part of the consideration. |
12Confidentiality and announcements
|
12.1 |
The Seller and the Joint Liquidators
undertake to the Buyer to keep confidential all the information that they have acquired about the Buyer and to use such information only
for the purposes contemplated by this agreement. |
|
|
|
|
12.2 |
The Buyer undertakes to the Seller and the Joint Liquidators
to keep confidential the terms of this agreement and all information that it has acquired about the Seller and to use the information
only for the purposes contemplated by this agreement. |
|
12.3 |
Either party may disclose any information that it is otherwise
required to keep confidential under this clause 10: |
| (a) | to such professional advisers, consultants and employees or officers of it and its group and, in the case
of the Seller and the Joint Liquidators, the Joint Liquidators' firm, employees and agents, as are reasonably necessary to advise on this
agreement, or to facilitate the Transaction, provided that the disclosing party procures that the people to whom the information is disclosed
keep it confidential as if they were that party; |
| | |
| (b) | with the written consent of the Joint Liquidators and the Buyer; or |
| | |
| (c) | to the extent that the disclosure: |
| (i) | is required for the purposes of the liquidation of the Seller; or |
| | |
| (ii) | is required by law; or |
| | |
| (iii) | is required by a regulatory body, tax authority or securities exchange or (in the case of a disclosure
by the Seller or the Joint Liquidators) is required in the Joint Liquidators' opinion to enable them to comply with any applicable requirements
of insolvency practice or disclosure requirement to which they are subject (whether as a matter of law, practice or professional conduct); |
|
|
but shall use reasonable endeavours to
consult with the Joint Liquidators (in the case of a disclosure on the part of the Buyer) or the Buyer (in the case of a disclosure on
the part of the Seller or the Joint Liquidators) and shall take into account any reasonable requests it may have in relation to the disclosure
before making it. |
|
12.4 |
Other than as permitted by this agreement or required
by law, no announcement, circular or other publicity in connection with the subject matter of this agreement shall be made by or on behalf
of the Seller, the Joint Liquidators or the Buyer without the approval of the Joint Liquidators and the Buyer (such approval not to be
unreasonably withheld or delayed). |
13Further assurance
|
13.1 |
For three months following Completion, the Seller and the
Joint Liquidators (provided they are, at the relevant time, the liquidators of the Seller) shall (at the Buyer's expense) execute and
deliver all such documents, and do whatever the Buyer may from time to time reasonably require for the purpose of giving effect to the
provisions of this agreement, provided that the terms of any such documents and the terms on which any such things are performed: |
| (a) | shall exclude the personal liability of the Joint Liquidators; |
| | |
| (b) | shall be no more onerous to the Seller and the Joint Liquidators than the terms of this agreement; and |
| | |
| (c) | shall be subject to the Joint Liquidators' prior approval, which shall not be unreasonably withheld or
delayed. |
|
13.2 |
Pending the execution of any documents and things in accordance
with clause 12.1 as are required in order to pass legal title to the Buyer, the Seller shall hold any legal interest in the relevant
Assets on trust for the Buyer but without any legal responsibility for them and, in particular, neither the Seller nor the Joint Liquidators
shall be obliged to maintain any registrations or otherwise protect the Assets. |
14Assignment
The Buyer may not assign or grant any
Encumbrance over or deal in any way with any of its rights under this agreement or any document referred to in it.
15Whole agreement
This agreement, and any documents referred
to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between
them relating to the subject matter they cover.
16Variation
|
16.1 |
A variation of this agreement shall be in writing and signed
by or on behalf of each party. |
|
|
|
|
16.2 |
Any waiver by or on behalf of the Seller or the Joint Liquidators
of any right under this agreement is only effective if it is in writing and signed by the Joint Liquidators on behalf of the Sellers
or the Joint Liquidators on their own behalf. It applies only in the circumstances for which it is given and shall not prevent the Seller
or the Joint Liquidators from subsequently relying on the provision so waived. |
|
|
|
|
16.3 |
No failure by the Seller or the Joint Liquidators to exercise
or delay in exercising any right or remedy provided under this agreement or by law constitutes a waiver of such right or remedy or shall
prevent any future exercise in whole or in part. |
|
|
|
|
16.4 |
No single or partial exercise by the Seller or the Joint
Liquidators of any right or remedy under this agreement shall preclude or restrict the further exercise of any such right or remedy. |
|
|
|
|
16.5 |
Unless specifically provided otherwise, the rights of the
Seller and the Joint Liquidators arising under this agreement are cumulative and do not exclude rights provided by law. |
17Costs
Unless otherwise provided, all costs
and expenses in connection with the negotiation, preparation, execution and performance of this agreement, and any documents referred
to in it, shall be borne by the party that incurred the costs.
18Notice
|
18.1 |
A notice given under this agreement: |
| (a) | shall be in writing in the English language (or be accompanied by a properly prepared translation into
English); |
| | |
| (b) | shall be sent for the attention of the person, and to the address or email address, given in this clause
17 (or such other address or person as the relevant party may notify to the party); and |
| | |
| (c) | shall be: |
| (i) | delivered personally; |
| | |
| (ii) | delivered by email; |
| | |
| (iii) | delivered by commercial courier; |
| | |
| (iv) | sent by prepaid first-class post or recorded delivery; or |
| | |
| (v) | (if the notice is served by post outside the country from which it is sent) sent by registered airmail. |
|
18.2 |
The addresses for service of notice are: |
| (a) | Seller and Joint Liquidators |
Address: 45 Gresham Street, London, EC2V 7BG
For the attention of: Colin Hardman
Email address: colin.hardman@evelyn.com
Address: 815 Walker Street, Suite 1155, Houston, TX 77002
USA
For the attention of: Dennis O’Leary
Email address: doleary@darkpulse.com
|
18.3 |
No communication from the Buyer shall be effective until
it is received by the Joint Liquidators. Any other notice shall be deemed to have been received: |
| (a) | if delivered personally, at the time of delivery; |
| | |
| (b) | if delivered by commercial courier, at the time of signature of the courier's receipt; |
| | |
| (c) | if sent by email, at the time of receipt; |
| | |
| (d) | if sent by prepaid first class post, recorded delivery or registered post, 48 hours from the date of posting; |
| | |
| (e) | if sent by registered airmail, five days from the date of posting; or |
| | |
| (f) | if deemed receipt under the previous paragraphs of this clause 18.3 is not within business hours (meaning
9.00 am to 5.30 pm Monday to Friday on a Business Day), when business next starts in the place of receipt. |
|
18.4 |
To prove service by the Seller or the Joint Liquidators
on the Buyer, it shall be sufficient to prove that the notice was sent by email to the email address of the Buyer or, in the case of
post, that the envelope containing the notice was properly addressed and posted. |
19Severance
|
19.1 |
If any provision of this agreement (or part of a provision)
is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions
shall remain in force. |
|
|
|
|
19.2 |
If any invalid, unenforceable or illegal provision would
be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to
give effect to the commercial intention of the parties. |
20Agreement survives Completion
|
20.1 |
Subject to clause 19.2, this agreement (other than obligations
that have already been fully performed) remains in full force after Completion. |
|
|
|
|
20.2 |
All obligations of the Seller and the Joint Liquidators
under this agreement shall (without prejudice to any antecedent breach) automatically determine three months after the Completion Date
other than those obligations (if any) that are expressed or contemplated to continue thereafter, which obligations shall subsist until
they have been performed or otherwise discharged. |
21Third party rights
|
21.1 |
The Joint Liquidators' representatives may enforce and rely
on clause 8 to the same extent as if they were a party to this agreement. |
|
|
|
|
21.2 |
Subject to clause 20.1, this agreement and the documents referred
to in it are made for the benefit of the parties to them and their successors and permitted assigns, and are not intended to benefit,
or be enforceable by, anyone else. |
|
|
|
|
21.3 |
The rights of the parties to terminate, rescind or
agree any variation, waiver or settlement under this agreement is not subject to the consent of any person not a party to this
agreement. |
22Successors
Subject to clause 13, the rights and obligations of the parties
shall continue for the benefit of, and shall be binding on, their respective successors and permitted assigns.
23Counterparts
This agreement may be executed in any number of counterparts,
each of which is an original and which together have the same effect as if each party had signed the same document.
24Governing law and jurisdiction
|
24.1 |
This agreement and any disputes or claims arising out
of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed
in accordance with the law of England. |
|
|
|
|
24.2 |
The parties irrevocably agree that the courts of England
have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement, its subject matter
or formation (including non-contractual disputes or claims). |
This agreement has been entered into on the date stated at the beginning
of it.
Schedule 1
Values of Assets
The values of the Assets are as follows:
ASSET |
PRICE APPORTIONMENT (%) |
Optilan India Shares |
33 |
Optilan Turkey Shares |
33 |
Applicable Intellectual Property Rights |
34 |
TOTAL |
100 |
Schedule 2
Applicable Intellectual Property Rights
(1) The software the Buyer assisted in creating for:
(a) the accounting systems;
(b) customer resource management;
and
(c) the user interface for
sensor systems.
(2) The “Optilan.com” domain name and continued
use of the “@optilan.com” email accounts.
Signed by Colin Hardman for and on behalf of |
|
|
|
OPTILAN (UK) LIMITED (in liquidation) as its |
|
|
|
agent and without personal liability (with power |
|
/s/ Colin Hardman |
|
to act severally) |
|
Liquidator |
|
|
|
|
|
|
|
|
|
Signed by Colin Hardman one of the joint liquidators |
|
|
|
for and on behalf of the JOINT LIQUIDATORS |
|
|
|
without personal liability (with power to act severally) |
|
|
|
and solely for the purpose of obtaining the benefit |
|
/s/ Colin Hardman |
|
of the provisions of this agreement |
|
Liquidator |
|
|
|
|
|
|
|
|
|
Signed by Dennis O’Leary for and
on behalf |
|
/s/ Dennis O’Leary |
|
of DARKPULSE INC |
|
Director |
|
Exhibit 21.1
LIST OF SUBSIDIARIES
DARKPULSE, INC.
DarkPulse, Inc., a Delaware corporation, has the following subsidiaries:
| 1. | DarkPulse Technologies Inc., a New Brunswick corporation (“DTI”) (wholly-owned). |
| 2. | Optilan HoldCo 3 Limited, a private company incorporated in England and Wales (wholly-owned). |
| 3. | TJM Electronics West, Inc., an Arizona corporation (wholly-owned). |
| 4. | Optilan India PVT (India) (wholly-owned). |
| 5. | Optilan Communications & Security Systems Ltd (Turkey) (wholly-owned). |
| 6. | Remote Intelligence, Limited Liability Company, a Pennsylvania limited liability company (60% owned). |
| 7. | Wildlife Specialists, LLC, a Pennsylvania limited liability company (60% owned). |
| 8. | TerraData Unmanned, PLLC, a Florida limited liability company (60% owned). |
| 9. | DarkPulse Ltd (UK) (wholly-owned). |
| 10. | DTI owns 100% of DarkPulse Technology Holdings Inc., a New York corporation. |
| 11. | DTI owns a controlling interest in DarkPulse Technologies International Inc., a New York corporation. |
| 12. | DTI owns 37.572% of the shares of common stock of DarkPulse Technologies International Inc., a Delaware corporation (“DTII”),
and 100% of the issued shares of Series A Preferred Stock of DTII. |
| 13. | DTI owns 60% of DarkPulse BVTK, LLC, a Virginia limited liability company. |
Exhibit 23.1
Consent of Independent Registered
Public Accounting Firm
Shareholders and Board of Directors
of DarkPulse, Inc.
We hereby consent to the use in the Form 10-K
Annual Report of our report dated April 15, 2022, relating to the consolidated financial statements of DarkPulse, Inc. which are contained
in that Annual Report. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
We also consent to the reference to us under the
caption “Experts” in the Prospectus.
/s/ Urish Popeck & Co., LLC
Urish Popeck & Co., LLC
Pittsburgh, Pennsylvania
December 18, 2023
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the use in this Preliminary
Prospectus of DarkPulse, Inc. on Form S-1 of our report dated June 23, 2023, on the consolidated financial statements of DarkPulse, Inc.
as of December 31, 2022 and for the year ended December 31, 2022, which appears in the Annual Report on Form 10-K of DarkPulse, Inc. for
the year ended December 31, 2022. The report for DarkPulse, Inc. includes an explanatory paragraph about the existence of substantial
doubt about its ability to continue as a going concern. We also consent to the reference to our Firm under the caption “Experts”
in the Registration Statement.
/s/ Mazars USA LLP
Fort Washington, PA
December 18, 2023
Exhibit 107
Calculation of Filing Fee Table
Form S-1
(Form Type)
DarkPulse, Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
Security
Type |
Security
Class Title |
Fee
Calculation Rule |
Amount
Registered(1)(2) |
Proposed
Maximum Offering Price Per Unit(3) |
Maximum
Aggregate Offering Price |
Fee
Rate |
Amount
of Registration Fee |
Equity |
Common
Stock, $0.0001 par value per share, issuable pursuant to an equity line |
Rule
457(c) |
3,500,000,000 |
$0.00125 |
$4,375,000 |
$0.0001476 |
$645.75 |
Total
Offering Amounts |
|
$4,375,000 |
|
$645.75 |
Total
Fee Offsets |
|
|
|
$0.00 |
Net
Fee Due |
|
|
|
$645.75 |
|
|
|
|
|
|
|
|
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Common Stock of DarkPulse, Inc. (the “Registrant”) that may become issuable as a result of any future stock splits, stock dividends or similar adjustments of the Registrant’s outstanding Common Stock. |
(2) |
Represents shares of the Registrant’s Common Stock issuable pursuant to the EFA (as defined in the Registration Statement). Such shares will be issued to the Selling Security Holder named in this Registration Statement upon purchase. |
(3) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act. The proposed maximum offering price per share is estimated to be $0.00125, based on the average of the high sales price ($0.0014) and the low sales price ($0.0011) for the Registrant’s Common Stock as reported by the OTC Markets on December 15, 2023. |
v3.23.4
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicates that the company is a Smaller Reporting Company (SRC).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntitySmallBusiness |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
CURRENT ASSETS: |
|
|
Cash and cash equivalents |
$ 64,892
|
$ 2,060,332
|
Accounts receivable, net |
96,287
|
2,952,293
|
Inventory |
32,077
|
23,825
|
Contract assets |
0
|
1,439,844
|
Due from related party |
948,362
|
318,025
|
Prepaid expenses and other current assets |
154,414
|
180,530
|
TOTAL CURRENT ASSETS |
1,296,033
|
6,974,849
|
NON-CURRENT ASSETS: |
|
|
Property and equipment, net |
875,173
|
1,933,871
|
Operating lease right-of-use assets |
1,020,585
|
2,724,226
|
Patents, net |
229,604
|
267,875
|
Notes receivable, related party |
1,612,565
|
1,049,248
|
Investment in related party |
1,500,000
|
1,500,000
|
Joint venture |
0
|
46,724
|
Intangible assets, net |
0
|
390,330
|
Goodwill |
0
|
6,462,153
|
Other assets, net |
161,678
|
689,869
|
TOTAL NON-CURRENT ASSETS |
5,399,605
|
15,064,296
|
TOTAL ASSETS |
6,695,638
|
22,039,145
|
CURRENT LIABILITIES: |
|
|
Accounts payable and accrued expenses |
15,627,980
|
10,736,373
|
Contract liabilities |
0
|
2,215,212
|
Loss provision for contracts in progress |
0
|
945,928
|
Convertible notes, net |
334,491
|
378,263
|
Notes payable, current |
2,000,000
|
2,000,000
|
Derivative liability |
597,318
|
306,467
|
Loan payable, current |
468,067
|
472,700
|
Loan payable, related party |
361,747
|
361,747
|
Secured debenture, current |
137,406
|
136,353
|
Operating lease liabilities - current |
213,821
|
512,373
|
Other current liabilities |
82,568
|
472,217
|
TOTAL CURRENT LIABILITIES |
19,823,398
|
18,537,633
|
NON-CURRENT LIABILITIES: |
|
|
Secured debenture |
961,844
|
954,474
|
Loan payable |
306,011
|
328,508
|
Operating lease liabilities - non-current |
907,124
|
2,547,524
|
TOTAL NON-CURRENT LIABILITIES |
2,174,979
|
3,830,506
|
TOTAL LIABILITIES |
21,998,376
|
22,368,139
|
Commitments and contingencies |
|
|
STOCKHOLDERS' DEFICIT: |
|
|
Common stock, par value $0.0001, 20,000,000,000 shares authorized, 7,639,945,289 and 6,427,395,360 shares issued as of September 30, 2023 and December 31, 2022, respectively |
763,996
|
642,740
|
Treasury stock at cost, 100,000 shares at September 30, 2023 and December 31, 2022 |
(1,000)
|
(1,000)
|
Additional paid-in capital |
49,538,461
|
44,602,052
|
Non-controlling interests |
1,297,589
|
2,119,566
|
Accumulated other comprehensive income (loss) |
(1,253,370)
|
(1,137,902)
|
Accumulated deficit |
(65,649,298)
|
(46,555,334)
|
TOTAL STOCKHOLDERS' DEFICIT |
(15,302,738)
|
(328,994)
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
6,695,638
|
22,039,145
|
Series A Preferred Stock [Member] |
|
|
STOCKHOLDERS' DEFICIT: |
|
|
Preferred Stock, Value, Issued |
1
|
1
|
Series D Convertible Preferred Stock [Member] |
|
|
STOCKHOLDERS' DEFICIT: |
|
|
Preferred Stock, Value, Issued |
$ 883
|
$ 883
|
X |
- References
+ Details
Name: |
DPLS_LossProvisionForContractsInProgress |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
DPLS_NoncontrollingInterests |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
DPLS_PatentsNet |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities incurred to vendors for goods and services received, and accrued liabilities classified as other, payable within one year or the normal operating cycle, if longer.
+ References
+ Details
Name: |
us-gaap_AccountsPayableAndOtherAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-9
+ Details
Name: |
us-gaap_AccountsReceivableNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 220 -SubTopic 10 -Section 45 -Paragraph 14A -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-14A
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(ii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 220 -SubTopic 10 -Section 45 -Paragraph 14 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-14
+ Details
Name: |
us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionValue received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AdditionalPaidInCapitalCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 26: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(11)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_AssetsNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsNoncurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionRepresents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(15)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.17) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.25) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommitmentsAndContingencies |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-8
+ Details
Name: |
us-gaap_ContractWithCustomerAssetNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-8
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-2
+ Details
Name: |
us-gaap_ContractWithCustomerLiabilityCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ConvertibleNotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483466/210-20-50-3
+ Details
Name: |
us-gaap_DerivativeLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482548/350-20-55-24
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(15)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482598/350-20-45-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(10)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_Goodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph ((a)(1),(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482686/350-30-45-1
+ Details
Name: |
us-gaap_IntangibleAssetsNetExcludingGoodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_InventoryNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of investment in equity method investee and investment in and advance to affiliate.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_InvestmentsInAffiliatesSubsidiariesAssociatesAndJointVentures |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(14)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 21: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 22: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19-26) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_Liabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(32)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-5
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 21: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.21) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of obligation due after one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 21: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 201.5-02(24)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 22: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 201.5-02(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 23: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 201.5-02(26)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesNoncurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of portion of long-term loans payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LoansPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LongTermLoansPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's right to use underlying asset under operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseRightOfUseAsset |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of noncurrent assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherAssetsNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities classified as other, due within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of long-term notes classified as other, payable within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherNotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(21)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PrepaidExpenseAndOtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 360 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480842/942-360-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of accumulated undistributed earnings (deficit).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term, collateralized debt obligations due within one year or the operating cycle, if longer. Such obligations include mortgage loans, chattel loans, and any other borrowings secured by assets of the borrower.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(13)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_SecuredDebtCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying amount of collateralized debt obligations with maturities initially due after one year or beyond the operating cycle, if longer, excluding the current portion. Obligations include, but not limited to, mortgage loans, chattel loans, and other borrowings secured by assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_SecuredLongTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483421/250-10-45-24
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 23 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483421/250-10-45-23
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483421/250-10-45-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 5 -Subparagraph (c)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479654/326-10-65-5
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(iii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(iv) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (i)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 848 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (a)(3)(iii)(03) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483550/848-10-65-2
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 105 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479343/105-10-65-6
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 105 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479343/105-10-65-6
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (f)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 8 -Subparagraph (d)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482615/740-10-65-8
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 8 -Subparagraph (d)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482615/740-10-65-8
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 4 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479654/326-10-65-4
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 15 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480336/718-10-65-15
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 15 -Subparagraph (f)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480336/718-10-65-15
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 15 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480336/718-10-65-15
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-5
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481674/830-30-50-1
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-17
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-20
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-3
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-3
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 34: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 38: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 39: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 40: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 41: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-15
Reference 42: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-16
Reference 43: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4I -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4I
+ Details
Name: |
us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481520/505-30-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481549/505-30-45-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29,30) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TreasuryStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=DPLS_SeriesDConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Preferred stock shares issued |
88,335
|
88,335
|
Preferred stock shares outstanding |
88,335
|
88,335
|
Common stock par value |
$ 0.0001
|
$ 0.0001
|
Common stock shares authorized |
20,000,000,000
|
20,000,000,000
|
Common stock shares issued |
7,639,945,289
|
6,427,395,360
|
Treasury stock shares |
100,000
|
100,000
|
Series A Preferred Stock [Member] |
|
|
Preferred stock par value |
$ 0.01
|
$ 0.01
|
Preferred stock shares authorized |
100
|
100
|
Preferred stock shares issued |
100
|
100
|
Preferred stock shares outstanding |
100
|
100
|
Series D Convertible Preferred Stock [Member] |
|
|
Preferred stock par value |
$ 0.01
|
$ 0.01
|
Preferred stock shares authorized |
100,000
|
100,000
|
Preferred stock shares issued |
88,235
|
88,235
|
Preferred stock shares outstanding |
88,235
|
88,235
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of previously issued common shares repurchased by the issuing entity and held in treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481549/505-30-45-1
+ Details
Name: |
us-gaap_TreasuryStockCommonShares |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=DPLS_SeriesDConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Income Statement [Abstract] |
|
|
|
|
REVENUES |
$ 82,071
|
$ 1,431,104
|
$ 2,032,673
|
$ 7,884,480
|
COST OF REVENUES |
3,005
|
5,804,875
|
2,414,645
|
12,119,352
|
GROSS PROFIT (LOSS) |
79,066
|
(4,373,771)
|
(381,972)
|
(4,234,872)
|
OPERATING EXPENSES: |
|
|
|
|
Selling, general and administrative |
286,895
|
1,498,717
|
1,800,266
|
3,579,326
|
Salaries, wages and payroll taxes |
253,623
|
1,760,531
|
2,379,731
|
5,108,775
|
Bad debt expense |
11,506
|
0
|
2,433,963
|
0
|
Professional fees |
(40,235)
|
1,471,264
|
3,166,153
|
4,489,966
|
Depreciation and amortization |
44,502
|
597,970
|
496,485
|
833,989
|
Impairment expense |
0
|
0
|
6,925,137
|
0
|
TOTAL OPERATING EXPENSES |
556,290
|
5,328,482
|
17,201,734
|
14,012,056
|
OPERATING LOSS |
(477,224)
|
(9,702,253)
|
(17,583,706)
|
(18,246,928)
|
OTHER INCOME (EXPENSE): |
|
|
|
|
Interest expense |
(123,711)
|
168,846
|
(280,774)
|
(349,758)
|
Loss on deconsolidation |
0
|
0
|
(1,642,795)
|
0
|
Change in fair market of derivative liabilities |
(337,112)
|
70,289
|
(320,778)
|
237,445
|
Loss on equity investment |
(20,764)
|
0
|
(159,849)
|
0
|
Gain on the forgiveness of debt |
0
|
231,377
|
106,794
|
267,127
|
Restructuring costs |
0
|
0
|
0
|
(501,431)
|
Foreign currency exchange rate variance |
(39,765)
|
426,073
|
(34,833)
|
218,039
|
TOTAL OTHER INCOME (EXPENSE) |
(521,352)
|
896,585
|
(2,332,234)
|
(128,578)
|
Net loss |
(998,576)
|
(8,805,668)
|
(19,915,940)
|
(18,375,506)
|
Net loss attributable to non-controlling interests |
11,284
|
(92,571)
|
821,977
|
255,835
|
Net loss attributable to DarkPulse, Inc. |
$ (987,293)
|
$ (8,898,239)
|
$ (19,093,964)
|
$ (18,119,671)
|
X |
- References
+ Details
Name: |
DPLS_ForeignCurrencyExchangeRateVariance |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_LossOnDeconsolidation |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_ProfessionalFees1 |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_SalariesAndWages1 |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate cost of goods produced and sold and services rendered during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_CostOfRevenue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of realized gain (loss) on investment in debt and equity securities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column C)(Footnote 4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column C)(Footnote 6)(e)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column C)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(7)(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(9)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(7)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(7)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
+ Details
Name: |
us-gaap_DebtAndEquitySecuritiesRealizedGainLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_DepreciationAndAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe difference between the reacquisition price and the net carrying amount of the extinguished debt recognized currently as a component of income in the period of extinguishment, net of tax.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 40 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481303/470-50-40-2
+ Details
Name: |
us-gaap_ExtinguishmentOfDebtGainLossNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_GeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionTotal loss recognized during the period from the impairment of goodwill plus the loss recognized in the period resulting from the impairment of the carrying amount of intangible assets, other than goodwill.
+ References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetImpairment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 17: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 19: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1,2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_GrossProfit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeStatementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.9) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (210.5-03(11)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483013/835-20-50-1
+ Details
Name: |
us-gaap_InterestExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of Net Income (Loss) attributable to noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4J -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
+ Details
Name: |
us-gaap_NetIncomeLossAttributableToNoncontrollingInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.7) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_NonoperatingIncomeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NonoperatingIncomeExpenseAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
+ References
+ Details
Name: |
us-gaap_OperatingExpenses |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OperatingExpensesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
+ Details
Name: |
us-gaap_OperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-19
Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 33: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4J -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J
Reference 34: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4K -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-2
Reference 38: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
Reference 39: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
+ Details
Name: |
us-gaap_ProfitLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense (reversal of expense) for expected credit loss on accounts receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479319/326-20-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_ProvisionForDoubtfulAccounts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after cash payment, of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_RestructuringCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 924 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 11.L) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-42
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-40
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-41
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-4
+ Details
Name: |
us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe net change in the difference between the fair value and the carrying value, or in the comparative fair values, of derivative instruments, including options, swaps, futures, and forward contracts, held at each balance sheet date, that was included in earnings for the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(7)(c)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(7)(c)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(7)(c)(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(7)(c)(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 5A -Subparagraph (SX 210.12-13A(Column F)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5A
+ Details
Name: |
us-gaap_UnrealizedGainLossOnDerivatives |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.23.4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED (Parenthetical) - $ / shares
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Income Statement [Abstract] |
|
|
|
|
Net loss per share - basic |
$ (0.00)
|
$ 0.00
|
$ (0.00)
|
$ 0.00
|
Net loss per share - diluted |
$ (0.00)
|
$ 0.00
|
$ (0.00)
|
$ 0.00
|
Weighted average common shares outstanding - basic |
7,564,609,819
|
5,840,449,453
|
7,282,672,517
|
5,539,124,247
|
Weighted average common shares outstanding - diluted |
7,564,609,819
|
5,840,449,453
|
7,282,672,517
|
5,539,124,247
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-52
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 15: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-52
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeStatementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-16
+ Details
Name: |
us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS UNAUDITED - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Income Statement [Abstract] |
|
|
|
|
NET LOSS |
$ (998,576)
|
$ (8,805,668)
|
$ (19,915,940)
|
$ (18,375,506)
|
OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
|
|
Foreign currency translation |
742,383
|
(2,694,033)
|
(115,468)
|
(2,913,602)
|
COMPREHENSIVE LOSS |
$ (256,193)
|
$ (11,499,701)
|
$ (20,031,408)
|
$ (21,289,108)
|
X |
- DefinitionAmount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(24)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(26)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 220 -SubTopic 10 -Section 45 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-5
+ Details
Name: |
us-gaap_ComprehensiveIncomeNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeStatementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentBeforeTaxPortionAttributableToParentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-19
Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 33: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4J -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J
Reference 34: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4K -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-2
Reference 38: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
Reference 39: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
+ Details
Name: |
us-gaap_ProfitLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of net unrealized gain (loss) related to the change in fair value of foreign currency exchange rate derivatives designated as cash flow hedging instruments. Recorded in accumulated other comprehensive income to the extent that the cash flow hedge is determined to be effective.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480434/815-10-50-4C
+ Details
Name: |
us-gaap_UnrealizedGainLossOnForeignCurrencyDerivativesNetBeforeTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.23.4
CONDSENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY UNAUDITED - USD ($)
|
Preferred Stock Series A [Member] |
Preferred Stock Series D [Member] |
Common Stock [Member] |
Treasury Stock, Common [Member] |
Additional Paid-in Capital [Member] |
Noncontrolling Interest [Member] |
AOCI Attributable to Parent [Member] |
Retained Earnings [Member] |
Total |
Beginning balance, value at Dec. 31, 2021 |
|
$ 883
|
$ 519,782
|
$ (1,000)
|
$ 20,248,703
|
$ 2,358,227
|
$ (284,463)
|
$ (11,276,490)
|
$ 11,565,642
|
Beginning balance, shares at Dec. 31, 2021 |
|
88,235
|
5,197,821,885
|
100,000
|
|
|
|
|
|
Conversion of convertible notes |
|
|
|
|
|
|
|
|
|
Common stock issued for cash |
|
|
$ 20,012
|
|
7,679,988
|
|
|
|
7,700,000
|
Common stock issued for cash, shares |
|
|
200,121,061
|
|
|
|
|
|
|
Foreign currency adjustment |
|
|
|
|
|
|
(219,569)
|
|
(219,569)
|
Net loss |
|
|
|
|
|
|
|
(5,384,270)
|
(5,384,270)
|
Ending balance, value at Mar. 31, 2022 |
|
$ 883
|
$ 539,794
|
$ (1,000)
|
27,928,691
|
2,358,227
|
(504,032)
|
(16,660,760)
|
13,661,803
|
Ending balance, shares at Mar. 31, 2022 |
|
88,235
|
5,397,942,951
|
100,000
|
|
|
|
|
|
Beginning balance, value at Dec. 31, 2021 |
|
$ 883
|
$ 519,782
|
$ (1,000)
|
20,248,703
|
2,358,227
|
(284,463)
|
(11,276,490)
|
11,565,642
|
Beginning balance, shares at Dec. 31, 2021 |
|
88,235
|
5,197,821,885
|
100,000
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
(18,375,506)
|
Ending balance, value at Sep. 30, 2022 |
|
$ 883
|
$ 614,586
|
$ (1,000)
|
44,148,174
|
2,358,227
|
(3,198,065)
|
(29,652,000)
|
14,270,805
|
Ending balance, shares at Sep. 30, 2022 |
100
|
88,235
|
6,145,812,186
|
100,000
|
|
|
|
|
|
Beginning balance, value at Mar. 31, 2022 |
|
$ 883
|
$ 539,794
|
$ (1,000)
|
27,928,691
|
2,358,227
|
(504,032)
|
(16,660,760)
|
13,661,803
|
Beginning balance, shares at Mar. 31, 2022 |
|
88,235
|
5,397,942,951
|
100,000
|
|
|
|
|
|
Common stock issued for cash |
|
|
$ 19,250
|
|
4,696,625
|
|
|
|
4,715,875
|
Common stock issued for cash, shares |
|
|
192,448,404
|
|
|
|
|
|
|
Common stock issued for TerraData acquisition |
|
|
$ 373
|
|
199,627
|
|
|
|
200,000
|
Common stock issued for TerraData acquisition, shares |
|
|
3,725,386
|
|
|
|
|
|
|
Stock based compensation |
|
|
|
|
(1)
|
|
|
|
|
Stock based compensation, shares |
100
|
|
|
|
|
|
|
|
|
Foreign currency adjustment |
|
|
|
|
|
|
(737,874)
|
|
(737,874)
|
Net loss |
|
|
|
|
|
|
|
(4,185,572)
|
(4,185,572)
|
Ending balance, value at Jun. 30, 2022 |
|
$ 883
|
$ 559,417
|
$ (1,000)
|
32,824,942
|
2,358,227
|
(1,241,906)
|
(20,846,332)
|
13,654,232
|
Ending balance, shares at Jun. 30, 2022 |
100
|
88,235
|
5,594,116,746
|
100,000
|
|
|
|
|
|
Common stock issued for cash |
|
|
$ 55,169
|
|
11,323,231
|
|
|
|
11,378,400
|
Common stock issued for cash, shares |
|
|
551,695,450
|
|
|
|
|
|
|
Stock based compensation |
|
|
|
|
|
|
|
|
|
Foreign currency adjustment |
|
|
|
|
|
|
(1,956,159)
|
|
(1,956,159)
|
Net loss |
|
|
|
|
|
|
|
(8,805,668)
|
(8,805,668)
|
Ending balance, value at Sep. 30, 2022 |
|
$ 883
|
$ 614,586
|
$ (1,000)
|
44,148,174
|
2,358,227
|
(3,198,065)
|
(29,652,000)
|
14,270,805
|
Ending balance, shares at Sep. 30, 2022 |
100
|
88,235
|
6,145,812,186
|
100,000
|
|
|
|
|
|
Beginning balance, value at Dec. 31, 2022 |
$ 1
|
$ 883
|
$ 642,740
|
$ (1,000)
|
44,602,052
|
2,119,566
|
(1,137,902)
|
(46,555,334)
|
(328,994)
|
Beginning balance, shares at Dec. 31, 2022 |
100
|
88,235
|
6,427,395,360
|
100,000
|
|
|
|
|
|
Common stock issued for cash, net of fees |
|
|
$ 53,167
|
|
2,034,634
|
|
|
|
2,087,801
|
Common stock issued for cash, net of fees, shares |
|
|
531,671,500
|
|
|
|
|
|
|
Issuance of common stock for legal settlement |
|
|
$ 29,700
|
|
1,960,200
|
|
|
|
1,989,900
|
Issuance of common stock for legal settlement, shares |
|
|
297,000,000
|
|
|
|
|
|
|
Foreign currency adjustment |
|
|
|
|
|
|
(462,345)
|
|
(462,345)
|
Net loss |
|
|
|
|
|
(779,696)
|
|
(14,019,568)
|
(14,799,264)
|
Ending balance, value at Mar. 31, 2023 |
$ 1
|
$ 883
|
$ 725,607
|
$ (1,000)
|
48,596,886
|
1,339,870
|
(1,600,247)
|
(60,574,902)
|
(11,512,902)
|
Ending balance, shares at Mar. 31, 2023 |
100
|
88,235
|
7,256,066,860
|
100,000
|
|
|
|
|
|
Beginning balance, value at Dec. 31, 2022 |
$ 1
|
$ 883
|
$ 642,740
|
$ (1,000)
|
44,602,052
|
2,119,566
|
(1,137,902)
|
(46,555,334)
|
(328,994)
|
Beginning balance, shares at Dec. 31, 2022 |
100
|
88,235
|
6,427,395,360
|
100,000
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
(19,915,940)
|
Ending balance, value at Sep. 30, 2023 |
$ 1
|
$ 883
|
$ 763,996
|
$ (1,000)
|
49,538,461
|
1,297,589
|
(1,253,370)
|
(65,649,298)
|
(15,302,738)
|
Ending balance, shares at Sep. 30, 2023 |
100
|
88,235
|
7,639,945,289
|
100,000
|
|
|
|
|
|
Beginning balance, value at Mar. 31, 2023 |
$ 1
|
$ 883
|
$ 725,607
|
$ (1,000)
|
48,596,886
|
1,339,870
|
(1,600,247)
|
(60,574,902)
|
(11,512,902)
|
Beginning balance, shares at Mar. 31, 2023 |
100
|
88,235
|
7,256,066,860
|
100,000
|
|
|
|
|
|
Common stock issued for cash |
|
|
$ 20,384
|
|
517,465
|
|
|
|
537,849
|
Common stock issued for cash, shares |
|
|
203,842,371
|
|
|
|
|
|
|
Foreign currency adjustment |
|
|
|
|
|
|
(395,506)
|
|
(395,506)
|
Net loss |
|
|
|
|
|
(30,997)
|
|
(4,087,103)
|
(4,118,100)
|
Ending balance, value at Jun. 30, 2023 |
$ 1
|
$ 883
|
$ 745,992
|
$ (1,000)
|
49,114,351
|
1,308,873
|
(1,995,755)
|
(64,662,005)
|
(15,488,659)
|
Ending balance, shares at Jun. 30, 2023 |
100
|
88,235
|
7,459,909,231
|
100,000
|
|
|
|
|
|
Common stock issued for cash, net of fees |
|
|
$ 18,004
|
|
424,110
|
|
|
|
442,114
|
Common stock issued for cash, net of fees, shares |
|
|
180,036,058
|
|
|
|
|
|
|
Foreign currency adjustment |
|
|
|
|
|
|
742,383
|
|
742,383
|
Net loss |
|
|
|
|
|
(11,284)
|
|
(987,293)
|
(998,576)
|
Ending balance, value at Sep. 30, 2023 |
$ 1
|
$ 883
|
$ 763,996
|
$ (1,000)
|
$ 49,538,461
|
$ 1,297,589
|
$ (1,253,370)
|
$ (65,649,298)
|
$ (15,302,738)
|
Ending balance, shares at Sep. 30, 2023 |
100
|
88,235
|
7,639,945,289
|
100,000
|
|
|
|
|
|
X |
- References
+ Details
Name: |
DPLS_CommonStockIssuedForCashNetOfFees |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_CommonStockIssuedForCashNetOfFeesShares |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_IssuanceOfCommonStockForLegalSettlement |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_IssuanceOfCommonStockForLegalSettlementShares |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10A -Subparagraph (a) -SubTopic 10 -Topic 220 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-10A
+ Details
Name: |
us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-19
Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 33: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4J -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J
Reference 34: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4K -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-2
Reference 38: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
Reference 39: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
+ Details
Name: |
us-gaap_ProfitLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued which are neither cancelled nor held in the treasury.
+ References
+ Details
Name: |
us-gaap_SharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of stock issued during the period pursuant to acquisitions.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesAcquisitions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber, after forfeiture, of shares or units issued under share-based payment arrangement. Excludes shares or units issued under employee stock ownership plan (ESOP).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued pursuant to acquisitions during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueAcquisitions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe gross value of stock issued during the period upon the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-4
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue, after forfeiture, of shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (d)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483421/250-10-45-24
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 23 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483421/250-10-45-23
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483421/250-10-45-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 5 -Subparagraph (c)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479654/326-10-65-5
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(iii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(iv) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (i)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 848 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (a)(3)(iii)(03) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483550/848-10-65-2
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 105 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479343/105-10-65-6
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 105 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479343/105-10-65-6
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (f)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 8 -Subparagraph (d)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482615/740-10-65-8
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 8 -Subparagraph (d)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482615/740-10-65-8
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 4 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479654/326-10-65-4
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 15 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480336/718-10-65-15
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 15 -Subparagraph (f)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480336/718-10-65-15
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 15 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480336/718-10-65-15
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-5
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481674/830-30-50-1
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-17
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-20
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-3
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-3
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 34: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 38: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 39: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 40: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 41: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-15
Reference 42: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-16
Reference 43: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4I -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4I
+ Details
Name: |
us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.23.4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED - USD ($)
|
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Cash flows from operating activities: |
|
|
Net loss |
$ (19,915,940)
|
$ (18,375,506)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Depreciation and amortization |
513,860
|
833,990
|
Loss on equity investment |
159,849
|
0
|
Issuance of common stock for legal settlement |
1,989,900
|
0
|
Impairment of goodwill and intangible assets |
6,925,137
|
0
|
Bad debt expense |
2,433,876
|
0
|
Loss on deconsolidation |
1,642,795
|
(0)
|
Operating lease expense |
31,087
|
(33,683)
|
Gain on forgiveness of debt |
(53,397)
|
(267,127)
|
Change in fair market of derivative liabilities |
(320,778)
|
(237,445)
|
Restructuring costs |
(0)
|
501,431
|
Changes in operating assets and liabilities: |
|
|
Accounts receivable |
70,870
|
692,746
|
Inventory |
(8,252)
|
604,406
|
Contract assets |
(73,048)
|
178,748
|
Prepaid expenses and other assets |
30,116
|
(730,370)
|
Contract liabilities |
323,471
|
833,876
|
Loss provision for contracts in progress |
15,968
|
(895,405)
|
Accounts payable and accrued expenses |
2,272,852
|
(2,949,406)
|
Operating lease liabilities, net |
(30,372)
|
86,511
|
Other current liabilities |
(74,090)
|
300,533
|
Net cash used in operating activities |
(4,066,096)
|
(19,456,701)
|
Cash flows from investing activities: |
|
|
Purchases of property and equipment |
(102,350)
|
(529,330)
|
Investment in joint venture |
(113,124)
|
0
|
Issuance of note receivable, related party |
(563,317)
|
0
|
Advances to related party |
(630,337)
|
0
|
Deposits |
0
|
(64,980)
|
Net cash used in investing activities |
(1,409,128)
|
(594,310)
|
Cash flows from financing activities: |
|
|
Proceeds from sale of common stock, net of fees |
3,067,764
|
23,794,275
|
Proceeds from convertible notes |
50,000
|
0
|
Net repayments of loan payable |
(27,047)
|
0
|
Net cash provided by financing activities |
3,090,717
|
23,794,275
|
Net change in cash |
(2,384,507)
|
3,743,264
|
Effect of exchange rate on cash |
389,067
|
(1,434,126)
|
Cash at beginning of period |
2,060,332
|
3,658,846
|
Cash at end of period |
64,892
|
5,967,984
|
Supplemental disclosure of cash flow information: |
|
|
Cash paid for interest |
47,948
|
0
|
Cash paid for income taxes |
0
|
0
|
Non-cash financing and investing activities: |
|
|
Stock issued for acquisition of TerraData |
$ 0
|
$ 200,000
|
X |
- References
+ Details
Name: |
DPLS_IncreaseDecreaseInLossProvisionForContractsInProgress |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_IssuanceOfCommonStockForLegalSettlements |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_LossOnDeconsolidation |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_OperatingLeaseExpenses |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_ProvisionForDoubtfulAccounts1 |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_StockIssuedForAcquisitionOfTerradata |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; excluding effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 1 -SubTopic 230 -Topic 830 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481877/830-230-45-1
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of realized gain (loss) on investment in debt and equity securities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column C)(Footnote 4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column C)(Footnote 6)(e)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column C)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(7)(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(9)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(7)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(7)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
+ Details
Name: |
us-gaap_DebtAndEquitySecuritiesRealizedGainLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate net amount of depreciation, amortization, and accretion recognized during an accounting period. As a noncash item, the net amount is added back to net income when calculating cash provided by or used in operations using the indirect method.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_DepreciationAmortizationAndAccretionNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 830 -SubTopic 230 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481877/830-230-45-1
+ Details
Name: |
us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionDifference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 40 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481303/470-50-40-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 40 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481303/470-50-40-4
+ Details
Name: |
us-gaap_GainsLossesOnExtinguishmentOfDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionTotal loss recognized during the period from the impairment of goodwill plus the loss recognized in the period resulting from the impairment of the carrying amount of intangible assets, other than goodwill.
+ References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetImpairment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInContractWithCustomerAsset |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 912 -SubTopic 310 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482312/912-310-45-11
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInContractWithCustomerLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the period in the carrying value of derivative instruments reported as liabilities that are due to be disposed of within one year (or the normal operating cycle, if longer).
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInDerivativeLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInInventories |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in obligation for operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (g)(1) -SubTopic 20 -Topic 842 -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingLeaseLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in current liabilities classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherCurrentLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in prepaid expenses, and assets classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-17
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-2
+ Details
Name: |
us-gaap_InterestPaidNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash (inflow) outflow from deposits classified as other.
+ References
+ Details
Name: |
us-gaap_PaymentsForProceedsFromOtherDeposits |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the investment in or advances to an entity in which the reporting entity shares control of the entity with another party or group.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireInterestInJointVenture |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow to acquire an agreement for an unconditional promise by the maker to pay the entity (holder) a definite sum of money at a future date. Such amount may include accrued interest receivable in accordance with the terms of the note. The note also may contain provisions including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among myriad other features and characteristics.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireNotesReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 13 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquirePropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the additional capital contribution to the entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-19
Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 33: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4J -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J
Reference 34: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4K -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-2
Reference 38: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
Reference 39: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
+ Details
Name: |
us-gaap_ProfitLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash outflow for the payment of debt classified as other, maturing after one year or the operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_RepaymentsOfOtherLongTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after cash payment, of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_RestructuringCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.23.4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 1 - BASIS OF PRESENTATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Organization
and Description of Business
DarkPulse,
Inc. (“DPI” or “Company”) is a technology-security company incorporated in 1989 as Klever Marketing, Inc. (“Klever”).
Its’ wholly-owned subsidiary, DarkPulse Technologies Inc. (“DPTI”), originally started as a technology spinout from
the University of New Brunswick, Fredericton, Canada. The Company’s security and monitoring systems will initially be delivered
in applications for border security, pipelines, the oil and gas industry and mine safety. Current uses of fiber optic distributed sensor
technology have been limited to quasi-static, long-term structural health monitoring due to the time required to obtain the data and its
poor precision. The Company’s patented BOTDA dark-pulse sensor technology allows for the monitoring of highly dynamic environments
due to its greater resolution and accuracy.
The Company’s subsidiaries consisted of Optilan
HoldCo 3 Limited, a company headquartered in Coventry, United Kingdom (“Optilan”) whose focus is in telecommunications, energy,
rail, critical network infrastructure, pipeline integrity systems, renewables and security; Remote Intelligence, LLC, a company headquartered
in Pennsylvania who provides unmanned aerial drone and unmanned ground crawler (UGC) services to a variety of clients from industrial
mapping and ecosystem services, to search and rescue, to pipeline security; Wildlife Specialists, LLC, a company headquartered in Pennsylvania
who provides clients with comprehensive wildlife and environmental assessment, planning, and monitoring services; TerraData Unmanned,
PLLC, a company headquartered in Florida who custom manufactures NDAA compliant drones and unmanned ground crawlers to meet the needs
of its customers; and TJM Electronics West, Inc., a company headquartered in Arizona who is a U.S. manufacturer and tester of advanced
electronics, cables and sub-assemblies specializing in advanced package and complex CCA and hardware.
Liquidation/winding
up of Optilan (UK) Limited
On May 3, 2023, Eversheds Sutherland (International)
LLP, a creditor of Optilan (UK) Limited, filed a petition to wind up (“Winding up Petition”) Optilan (UK) Limited, a wholly
owned subsidiary of the Company’s Subsidiary, Optilan HoldCo 3 Limited, and the matter was due to be heard in the Portsmouth Combined
Court Centre on June 28, 2023.
On June 28, 2023, the High Court of Justice in
the United Kingdom issued a winding-up order for the liquidation and winding up of the affairs of Optilan (UK) Limited (“Optilan
Liquidation”). In conjunction with the order, the court appointed the Official Receiver’s Office (“OR”) to take
the appointment as liquidator of Optilan (UK) Limited and take control of Optilan (UK) Limited’s assets.
At the same time the court appointed the OR to
take the appointment as liquidator of Optilan (UK) Limited. The OR has taken control of Optilan (UK) Limited’s assets. To date the
ORs Office has initiated contact with Optilan but we still wait to receive details of the individual who will be taking the role of OR.
On July 3, 2023, Optilan (UK) Limited received
a letter from The Insolvency Service, an executive agency sponsored by the Department for Business and Trade located in the U.K. Pursuant
to the letter of The Insolvency Services, the Company was required to provide information relating to Optilan (UK) Limited to the Official
Receiver’s Office (a government body of Plymouth, the United Kingdom) and attend an interview with staff of the Official Receiver’s
Office to review the prospect of recovering the assets of Optilan (UK) Limited for the benefit of creditors. The interview occurred July
18, 2023.
The Company is an Unsecured creditor of Optilan
(UK) Limited and is at risk of losing any repayment of obligations due from Optilan (UK) Limited because there are several intercompany
relationships between the Company and Optilan (UK) Limited, the financial impact of any future claims and liabilities may not be known
for several months. The Company has approximately $19.4 million intercompany payables due from Optilan (UK), which will increase the Company
liabilities for any obligations not repaid. At the
time of this filing the Company is still evaluating the full effects of the winding-up order for liquidation and the material adverse
effects it will have on the Company’s continued operations and ability to meet future obligations.
On August 9, 2023, Evelyn Partners
was appointed Joint Liquidator.
Quarter Ended March 31 Accounting Analysis
The Company performed an analysis of the trade
receivables related to Optilan (UK) Limited and determined that an additional $2,422,457 may not be collectible pursuant to the Optilan
Liquidation. As of March 31, 2023, the Company recorded a bad debt provision for this amount.
As a result of the Optilan Liquidation, management
determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s reporting unit
may not be recoverable as of March 31, 2023. The qualitative assessment was primarily due to the customer contracts held by Optilan (UK)
Limited at March 31, 2023 and the associated revenue projections by the UK subsidiary that is subject to the potential winding up. As
such, the Company compared the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $6,925,137
pertaining to impairment and goodwill in the consolidated statements of operations. The Company recorded impairment of the indefinite-lived
intangible asset of $356,260, and impairment of goodwill of $6,568,877. The Company has one reporting unit which was evaluated in the
impairment test noted above. As a result of the impairment, the Company had a carrying value of $0 pertaining to goodwill and intangible
assets as of September 30, 2023.
Quarter Ended September 30 Accounting Analysis
Optilan (UK) Limited became subject to the control
of a government and was appointed an administrator. In this situation, when the parent ceases to have a financial interest in a subsidiary
and does not retain an investment in that subsidiary, the parent should deconsolidate the subsidiary and recognize a gain or loss on deconsolidation
in accordance with ASC 810-10-40-5.
In addition, ASC 810-10-40-3A states when a
parent deconsolidates a subsidiary or derecognizes a group of assets, the parent no longer controls the subsidiary's assets and
liabilities or the group of assets. The parent therefore shall derecognize the assets, liabilities, and equity components related to
that subsidiary or group of assets. The equity components will include any noncontrolling interest as well as amounts previously
recognized in accumulated other comprehensive income. If the subsidiary or group of assets being deconsolidated or derecognized is a
foreign entity (or represents the complete or substantially complete liquidation of the foreign entity in which it resides), then
the amount of accumulated other comprehensive income that is reclassified and included in the calculation of gain or loss shall
include any foreign currency translation adjustment related to that foreign entity.
Upon the liquidation, on June 28, 2023, the Company
derecognized Optilan UK’s assets and liabilities and recorded a loss on consolidation of $1,642,795, which was recognized in other
income (expenses) in the consolidated statements of operations.
Included in the loss on consolidation of $1,642,795
are the gains on intercompany receivables and payables and currency translation adjustment $12,721,532 and $1,545,008 respectively, offset
by the net loss of $12,623,745 which is the impairment of investments and intercompany receivables no longer expected to be collected.
In addition, the allowance of $2,422,457 was recorded
against receivables that have been deemed uncollectible.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//235/tableOfContent
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 275 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//275/tableOfContent
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205/tableOfContent
+ Details
Name: |
us-gaap_BusinessDescriptionAndBasisOfPresentationTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
SIGNIFICANT ACCOUNTING POLICIES
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2 – SIGNIFICANT ACCOUNTING
POLICIES
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, 2023, and the results of operations for nine months and cash flows for
the nine months ended September 30, 2023 and 2022 have been included.
The Company
evaluates its relationships with other entities to identify whether they are variable interest entities (“VIE”) as
defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic
810, Consolidation (“ASC 810”), and to assess whether it is the primary beneficiary of such entities. If the
determination is made that the Company is the primary beneficiary, then that entity is consolidated.
Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated
balance sheet as of September 30,2023, the unaudited condensed consolidated statements of operations for the three and nine months ended
September 30, 2023 and 2022 and of cash flows for the nine months ended September 30, 2023 and 2022 have been prepared by the Company,
pursuant to the rules and regulations of the SEC for the interim financial statements. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations. However,
the Company believes that the disclosures are adequate to make the information presented not misleading. The unaudited interim consolidated
financial statements have been prepared on a basis consistent with the audited consolidated financial statements and in the opinion of
management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the consolidated
results for the interim periods presented and of the consolidated financial condition as of the date of the interim consolidated balance
sheet. The results of operations are not necessarily indicative of the results expected for the year ending December 31, 2023.
The accompanying unaudited interim condensed consolidated
financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto
for the year ended December 31, 2022 included in the Company’s Annual Form 10-K filed with SEC on June 23, 2023.
Use
of Estimates
The preparation of the Company’s financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include,
but are not limited to, assumptions used to calculate derivative liabilities, revenue recognition and impairment of long-lived assets.
The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes
to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances,
facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those
estimates.
Cash
The Company considers all highly liquid investments
with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial
institutions. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”)
up to $250,000. To reduce its risk associated with the failure of such a financial institution, the Company evaluates at least annually
the rating of the financial institution in which it holds deposits.
Accounts Receivable
Accounts receivable and contract assets include
amounts billed to customers under the terms and provisions of the contracts. Most billings are determined based on contractual terms.
As is common practice in the industry, the Company classifies all accounts receivable and contract assets, including retainage, as current
assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on
those contracts may extend beyond one year. Contract assets include amounts billed to customers under retention provisions in construction
contracts. Such provisions are standard in the Company’s industry and usually allow for a portion of progress billings on the contract
price, typically 5-10%, to be withheld by the customer until after the Company has completed work on the project. Billings for such retention
balances at each balance sheet date are finalized and collected after project completion. Generally, unbilled amounts will be billed and
collected within one year. The Company determined that there are no material amounts due past one year and no material amounts billed
but not expected to be collected within one year. Also, the Company adopted ASU 2016-13 in January 2023 and the adoption did not have
a material impact on the Company’s condensed consolidated financial statements and related disclosures for the period ended September
30, 2023.
Each month, the Company reviews its receivables
on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived
collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection
have been exhausted and the potential for recovery is considered remote. As of both September 30, 2023 and December 31, 2022, the Company
determined that the allowance for doubtful accounts was $0 and $3,320,983, respectively. The allowance pertaining to Optilan UK was derecognized
upon the Optilan Liquidation.
Accounts receivable includes retainage amounts
for the portion of the contract price earned by us for work performed but held for payment by the customer as a form of security until
we reach certain construction milestones or complete the project. As of September 30, 2023 and December 31, 2022, retainage receivable
was $0 and $824,777, respectively. The retainage pertaining to Optilan UK was derecognized upon the Optilan Liquidation.
Foreign Currency Translation
The Company’s reporting currency is U.S.
Dollars. The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, British Pound (“GBP”)
as the functional currency, as well as the Turkish lira, Emirates Dirham, Azerbajani Manat and Indian Rupee. The accounts of one of the
Company’s subsidiaries are maintained using the appropriate local currency, Canadian Dollar (“CAD”) as the functional
currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical
rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation
adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain.
Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional
currency are included in the statements of operations as foreign currency exchange variance.
The relevant translation rates are as follows:
for the nine months ended September 30, 2023 closing rate at 1.2197, average rate at 1.2384 US$: GBP, and closing rate at 1.3586 US$:CAD.
The relevant translation rates are as follows:
for the nine months ended September 30, 2022 closing rate at 1.113030 US$:GBP, average rate at 1.259161 US$:GBP, and closing rate at 1.3751
US$:CAD.
Long-Lived Assets and Goodwill
The Company accounts for long-lived assets
in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This
accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of
an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of
the asset exceeds the fair value of the asset.
Indefinite-lived intangible assets established
in connection with business combinations consist of the tradename. The impairment test for identifiable indefinite-lived intangible assets
consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its
fair value, an impairment loss is recognized in an amount equal to that excess.
The Company accounts for goodwill and intangible
assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price
of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles
with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value
of an asset has decreased below its carrying value. This guidance simplifies the accounting for goodwill impairment by removing Step 2
of the goodwill impairment test, which requires a hypothetical purchase price allocation. The quantitative impairment test calculates
any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying
amount of goodwill. It is our practice, at a minimum, to perform a qualitative or quantitative goodwill impairment test in the fourth
quarter every year. The Company has one reporting unit it evaluates during its impairment test.
As a result of the Optilan Liquidation as described
in Note 1, management determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s
reporting unit may not be recoverable. The qualitative assessment was primarily due to the customer contracts held by Optilan (UK) Limited
and the associated revenue projections by the UK subsidiary that is subject to the potential winding up. As such, the Company compared
the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $6,925,137 pertaining to impairment and
goodwill in the consolidated statements of operations. The Company recorded impairment of the indefinite-lived intangible asset of $356,260,
and impairment of goodwill of $6,568,877. The Company has one reporting unit which was evaluated in the impairment test noted above. As
a result of the impairment, the Company had a carrying value of $0 pertaining to goodwill and intangible assets as of September 30, 2023.
Property and Equipment
Property and equipment are carried at historical
cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using
the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets
are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and
equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed
from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred.
The estimated useful lives of property and equipment
are generally as follows:
Schedule of estimated useful lives |
|
|
|
|
Years |
Office furniture and fixtures |
|
4 |
Plant and equipment |
|
4-8 |
Leasehold Improvements |
|
10 |
Motor vehicles |
|
3 |
Revenue Recognition
The Company’s revenues are generated primarily
from the sale of our services, which consist primarily of advanced technology solutions for integrated communications and security systems,
as well as habitat management. The Company’s sales of products are primarily generated from our TJM subsidiaries. Sales of products
and services are separate from one another. At contract inception, we assess the goods and services promised in the contract with customers
and identify a performance obligation for each. To determine the performance obligation, we consider all products and services promised
in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction
of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration expected to be
received in exchange for transferring goods and services. We recognize service revenues as the performance obligations are met, which
is generally as milestones are satisfied over time. We generally recognize product revenues at the time of shipment, provided that all
other revenue recognition criteria have been met.
The Company recognizes revenue when its customer
obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for
those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606,
we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract;
(iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize
revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will
collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception,
once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine
those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the
amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is
satisfied.
The Company considers each individual sale of
service contract to be its own performance obligation. Services in the contract are highly interdependent and interrelated, and the successful
completion of each milestone is necessary for the overall success of the contract. Therefore, each milestone is not separately identifiable
from other promises in the contract, and not distinct and ultimately not individual performance obligations.
The Company records revenue over time using the
input measure as it is the most faithful depiction of an entity’s performance because it directly measures the value of the goods
and services transferred to the customer. The Company utilizes the Right to Invoice for these contracts, as the pricing structure is based
on various milestones that are specified in the contract. These milestones include Construction Phase Plan, Start of the construction
phase, installation phase, site surveys, fiber splicing, recoveries, and closeouts. There are specified payments associated with these
milestones in the contract, and the value allocated is commensurate with work done. In the event that there are advances such as upfront
retainers and not based on the value, those are recorded as contract liabilities.
Cost of Revenues
Cost of revenues consists primarily of materials
and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation
costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer
costs to provide continuing support to our customers. Cost of revenues also includes direct labor attributable to revenue service arrangements.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company has not experienced any losses
related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial
banking relationships.
Leases
The Company accounts for its leases under ASC
842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing
leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting
fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities
are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating
leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease
term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense
over the lease term. Variable lease expenses are recorded when incurred.
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.
Fair Value of Financial Instruments
The Company measures its financial assets and
liabilities in accordance with the requirements of FASB ASC 820, Fair Value Measurements and Disclosures. As defined in FASB ASC
820, the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or
assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent
in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The
Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 established a fair value hierarchy that
prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:
Level 1 – Quoted prices are available in
active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset
or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of
financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 – Pricing inputs are other than
quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes
those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard
models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current
market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these
assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported
by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded
derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 – Pricing inputs include significant
inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that
result in management’s best estimate of fair value.
The Company’s derivative liability is a
Level 3 liability measured at fair value on a recurring basis. See Note 10.
Non-controlling Interests
Non-controlling interests are classified as a
separate component of equity in the Company's consolidated balance sheets and statements of changes in stockholders’ equity. Net
income (loss) and comprehensive income (loss) attributable to non-controlling interests are reflected separately from consolidated net
income (loss) and comprehensive income (loss) in the consolidated statements of comprehensive income (loss) and statements of changes
in stockholders’ equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted
for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated,
any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between
the carrying value and fair value of the retained interest will be recorded as a gain or loss. The Company has non-controlling interests
via its subsidiaries TerraData, Remote Intelligence and Wildlife Specialists.
During the nine months ended September 30, 2023
and 2022, the Company recorded a loss of $821,977 and $255,835, respectively, attributable to non-controlling interests.
Comprehensive Loss
Comprehensive loss includes net loss as well as
other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. During
the nine months ended September 30, 2023 and 2022, the Company’s only element of other comprehensive loss was foreign currency translation.
Loss Per Common Share
The Company accounts for earnings per share pursuant
to ASC 260, Earnings per Share, which requires disclosure on the financial statements of "basic" and “diluted”
earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number
of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted
average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each
year. In periods where the Company has a net loss, all dilutive securities are excluded. Potentially dilutive items outstanding as of
September 30, 2023 and 2022 are as follows:
Schedule of antidilutive shares | |
| | | |
| | |
| |
September 30, | |
| |
2023 | | |
2022 | |
Convertible notes | |
| 302,912,039 | | |
| 87,775,272 | |
Series D preferred stock | |
| 176,470 | | |
| 176,470 | |
| |
| 303,088,509 | | |
| 87,951,742 | |
Recent Accounting Pronouncements
In April 2019, the FASB issued ASU 2019-04, Codification
Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial
Instruments, which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit
Losses (Topic 326): Targeted Transition Relief, which amends Topic 326 to allow the fair value option to be elected for certain financial
instruments upon adoption. ASU 2019-10 extended the effective date of ASU 2016-13 until December 15, 2022. The Company adopted this new
guidance, including the subsequent updates to Topic 326, on January 1, 2023 and the adoption did not have a material impact on the Company’s
condensed consolidated financial statements and related disclosures.
On January 1, 2023, the Company adopted ASU 2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). This
standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss
(“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using
historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured
at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as
unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be
collected by using an allowance for credit losses. The Company adopted this new guidance on January 1, 2023 and the adoption did not have
a material impact on the Company’s condensed consolidated financial statements and related disclosures.
Management does not believe that any other recently
issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting
pronouncements are issued, the Company will adopt those that are applicable.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//235/tableOfContent
+ Details
Name: |
us-gaap_SignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
LIQUIDITY AND GOING CONCERN
|
9 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
LIQUIDITY AND GOING CONCERN |
NOTE
3 – LIQUIDITY AND GOING CONCERN
The Company
generated net losses of $19,915,940 and $18,375,506 during the nine months ended September
30, 2023 and 2022, respectively, and net cash used in operating activities of $4,066,096 and $19,456,701, respectively. As of September
30, 2023, the Company’s current liabilities exceeded its current assets by $18,527,365 and has an accumulated deficit of $65,649,298.
As of September 30, 2023, the Company had $64,892 of cash. Lastly, the Optilan Liquidation no longer raises serious concerns about the
viability of the Optilan (UK) Limited entity. Optilan (UK) Limited and its subsidiaries are not controlled by DarkPulse, Inc.
The Company
will require additional funding during the next twelve months to finance the growth of its current operations and achieve its strategic
objectives. These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create substantial
doubt as to the Company’s ability to continue as a going concern. The Company is seeking to raise additional capital principally
through private placement offerings and is targeting strategic partners in an effort to finalize the development of its products and begin
generating revenues. The ability of the Company to continue as a going concern is dependent upon the success of future capital offerings
or alternative financing arrangements or expansion of its operations. The accompanying consolidated financial statements do not include
any adjustments that might be necessary should the Company be unable to continue as a going concern. Management is actively pursuing additional
sources of financing sufficient to generate enough cash flow to fund its operations for twelve months from the issuance date of these
consolidated financial statements. However, management cannot make any assurances that such financing will be secured.
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 40 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-40/tableOfContent
+ Details
Name: |
us-gaap_SubstantialDoubtAboutGoingConcernTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
REVENUE
|
9 Months Ended |
Sep. 30, 2023 |
Revenue from Contract with Customer [Abstract] |
|
REVENUE |
NOTE
4 – REVENUE
The following
table is a summary of the Company’s timing of revenue recognition for the three and nine months ended September 30, 2023 and 2022:
Schedule of timing of revenue recognition | |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended | | |
Nine Months Ended |
|
| |
September 30, | | |
September 30, |
|
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Services and products transferred at a point in time | |
$ | 32,168 | | |
$ | 463,295 | | |
$ | 796,716 | | |
$ | 2,552,462 | |
Services and products transferred over time | |
| 49,903 | | |
| 967,809 | | |
| 1,235,957 | | |
| 5,332,018 | |
Total revenue | |
$ | 82,071 | | |
$ | 1,431,104 | | |
$ | 2,032,673 | | |
$ | 7,884,480 | |
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, 2023 and 2022:
Schedule of revenue by source | |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Products | |
$ | 71,886 | | |
$ | 136,534 | | |
$ | 329,400 | | |
$ | 1,246,610 | |
Services | |
| 10,185 | | |
| 1,294,570 | | |
| 1,703,273 | | |
| 6,637,870 | |
Total revenue | |
$ | 82,071 | | |
$ | 1,431,104 | | |
$ | 2,032,673 | | |
$ | 7,884,480 | |
Revenue
by geographic destination consisted of the following for the three and nine months ended September 30, 2023 and 2022:
Schedule of revenue by geographic destination | |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended | | |
Nine Months Ended |
|
| |
September 30, | | |
September 30, |
|
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
North America | |
$ | 74,586 | | |
$ | 590,028 | | |
$ | 449,238 | | |
$ | 1,124,462 | |
United Kingdom | |
| 7,485 | | |
| – | | |
| 1,397,152 | | |
| – | |
Rest of world | |
| – | | |
| 841,076 | | |
| 186,283 | | |
| 6,760,018 | |
Total revenue | |
$ | 82,071 | | |
$ | 1,431,104 | | |
$ | 2,032,673 | | |
$ | 7,884,480 | |
Contracts
Contract revenue is recognized over time using
the cost-to-cost measure of progress for fixed price contracts. The cost-to-cost measure of progress best depicts the continuous transfer
of control of goods or services to the customer. The contractual terms provide that the customer compensates the Company for services
rendered.
Contract costs include all direct materials, labor
and subcontracted costs, as well as indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and
the costs of capital equipment. The cost estimation and review process for recognizing revenue over time under the cost-to-cost method
is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals.
Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance,
job conditions and management’s assessment of expected variable consideration are factors that influence estimates of the total
contract transaction price, total costs to complete those contracts and profit recognition. Changes in these factors could result in revisions
to revenue and costs of revenue in the period in which the revisions are determined on a prospective basis, which could materially affect
the Company’s consolidated results of operations for that period. Provisions for losses on uncompleted contracts are recorded in
the period in which such losses are determined.
Performance Obligations
A performance obligation is a contractual promise
to transfer a distinct good or service to the customer and is the unit of account under Accounting Standards Codification (“ASC”)
Topic 606. The transaction price of a contract is allocated to distinct performance obligations and recognized as revenue when or as the
performance obligations are satisfied. The Company’s contracts often require significant integrated services and, even when delivering
multiple distinct services, are generally accounted for as a single performance obligation. Contract amendments and change orders are
generally not distinct from the existing contract due to the significant integrated service provided in the context of the contract and
are accounted for as a modification of the existing contract and performance obligation. The majority of the Company’s performance
obligations are completed within one year.
When more than one contract is entered into with
a customer on or close to the same date, the Company evaluates whether those contracts should be combined and accounted for as a single
contract as well as whether those contracts should be accounted for as more than one performance obligation. This evaluation requires
significant judgment and is based on the facts and circumstances of the various contracts, which could change the amount of revenue and
profit recognition in a given period depending upon the outcome of the evaluation.
Contract Assets and Liabilities
The Company bill its customers based on contractual
terms, including, milestone billings based on the completion of certain phases of the work. Sometimes, billing occurs after revenue recognition,
resulting in unbilled revenue, which is accounted for as a contract asset. Sometimes the Company receives advances payments from our customers
before revenue is recognized, resulting in deferred revenue, which is accounted for as a contract liability.
Contract assets in the consolidated balance sheets
represents costs and estimated earnings in excess of billings, which arise when revenue has been recorded but the amount has not been
billed. As of September 30, 2023, contract assets were $0 upon derecognized pursuant to the Optilan Liquidation.
Contract liabilities on September 30, 2023 are $0 upon the deconsolidation
related to the Optilan liquidation.
Variable Consideration
Transaction pricing for the Company’s contracts
may include variable consideration, such as unapproved change orders, claims, incentives and liquidated damages. Management estimates
variable consideration for a performance obligation utilizing estimation methods that best predict the amount of consideration to which
the Company will be entitled. Variable consideration is included in the estimated transaction price to the extent it is probable that
a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration
is resolved. Management’s estimates of variable consideration and determination of whether to include estimated amounts in transaction
price are based on past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer,
legal evaluations and all other relevant information that is reasonably available. The effect of a change in variable consideration on
the transaction price of a performance obligation is typically recognized as an adjustment to revenue on a cumulative catch-up basis.
To the extent unapproved change orders, claims and liquidated damages reflected in transaction price are not resolved in the Company’s
favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously
recognized revenue.
|
X |
- References
+ Details
Name: |
us-gaap_RevenueFromContractWithCustomerAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-9
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-15
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-12
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-12
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-12
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-12
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-13
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 606 -Publisher FASB -URI https://asc.fasb.org//606/tableOfContent
+ Details
Name: |
us-gaap_RevenueFromContractWithCustomerTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
ACCOUNTS RECEIVABLE
|
9 Months Ended |
Sep. 30, 2023 |
Receivables [Abstract] |
|
ACCOUNTS RECEIVABLE |
NOTE 5 – ACCOUNTS RECEIVABLE
Accounts
receivable consisted of the following as of September 30, 2023 and December 31, 2022:
Schedule of accounts receivable | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Accounts receivable | |
$ | 96,287 | | |
$ | 6,273,276 | |
Less: Allowance for doubtful accounts | |
| – | | |
| (3,320,983 | ) |
Accounts receivable, net | |
$ | 96,287 | | |
$ | 2,952,293 | |
|
X |
- DefinitionThe entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//310-10/tableOfContent
+ Details
Name: |
us-gaap_LoansNotesTradeAndOtherReceivablesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_ReceivablesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
PROPERTY AND EQUIPMENT
|
9 Months Ended |
Sep. 30, 2023 |
Property, Plant and Equipment [Abstract] |
|
PROPERTY AND EQUIPMENT |
NOTE 6 – PROPERTY AND EQUIPMENT
Property
and equipment consisted of the following as of September 30, 2023 and December 31, 2022:
Schedule of property and equipment | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Property and equipment | |
$ | 1,300,521 | | |
$ | 3,942,421 | |
Leasehold improvements | |
| 46,934 | | |
| 46,934 | |
Property and equipment at cost | |
| 1,347,455 | | |
| 3,989,355 | |
Less - accumulated depreciation | |
| (472,282 | ) | |
| (2,055,484 | ) |
Property and equipment, net | |
$ | 875,173 | | |
$ | 1,933,871 | |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//360/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 6 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 7 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-7
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
GOODWILL AND OTHER INTANGIBLE ASSETS
|
9 Months Ended |
Sep. 30, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
GOODWILL AND OTHER INTANGIBLE ASSETS |
NOTE
7 – GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The
following is a summary of activity of goodwill for the nine months ended September 30, 2023:
Schedule of changes in carrying amount of goodwill | |
| |
| |
Goodwill | |
Balances at December 31, 2022 | |
$ | 6,462,153 | |
Impairment of goodwill pertaining to Optilan | |
| (6,568,877 | ) |
Foreign exchange translation | |
| 106,724 | |
Balances at September 30, 2023 | |
$ | – | |
Intangible Assets,
Net
On January 1, 2023, the
Company revised the estimated useful life of the trade name intangible asset from 25 years to 10 years. Amortization expense for the nine
months ended September 30, 2023 and 2022 was $34,225 and $38,271, respectively.
During the three months
ended March 31, 2023, the Company recorded impairment of the trade name of $356,260. At September 30, 2023 and December 31, 2022, the
carrying value of the intangible assets was $0 and $390,330, respectively.
Patents - Intrusion
Detection Intellectual Property
The
following is a summary of the DPTI patents:
Schedule of patents | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Patents | |
$ | 904,269 | | |
$ | 904,269 | |
Less: accumulated amortization | |
| (674,665 | ) | |
| (636,394 | ) |
Patents, net | |
$ | 229,604 | | |
$ | 267,875 | |
For
the nine months ended September 30, 2023 and 2022, the Company amortized $38,271 and $38,271, respectively.
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for goodwill and intangible assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 350 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//350/tableOfContent
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
JOINT VENTURE
|
9 Months Ended |
Sep. 30, 2023 |
Equity Method Investments and Joint Ventures [Abstract] |
|
JOINT VENTURE |
NOTE
8 – JOINT VENTURE
On September 9, 2022, the Company entered into
a Joint Venture Agreement with Neural Signals Inc, (“NSI”), for the purpose of developing, marketing and selling products
and services based on the patents issued to NSI. The parties established the Joint Venture, Neural Logistics Inc., under a separate entity
to conduct business. The Company has 50% ownership in NSI. The Company determined that the investment was accounted for as an equity
investment under ASC 323-10-30-2.
During the nine months ended September 30, 2023,
the Company contributed $113,124 to the joint venture and recorded a loss on the equity investment of $159,849.
|
X |
- References
+ Details
Name: |
us-gaap_EquityMethodInvestmentsAndJointVenturesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 323 -SubTopic 740 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481543/323-740-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 323 -Publisher FASB -URI https://asc.fasb.org//323/tableOfContent
+ Details
Name: |
us-gaap_EquityMethodInvestmentsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
|
9 Months Ended |
Sep. 30, 2023 |
Payables and Accruals [Abstract] |
|
ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
NOTE
9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and
accrued expenses consisted of the following as of September 30, 2023 and December 31, 2022:
Schedule of accounts payable and accrued expenses | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Accounts payable | |
$ | 14,108,937 | | |
$ | 8,677,648 | |
Accrued liabilities | |
| 1,519,043 | | |
| 2,058,725 | |
Total accounts payable and accrued expenses | |
$ | 15,627,980 | | |
$ | 10,736,373 | |
|
X |
- DefinitionThe entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19(a),20,24) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_PayablesAndAccrualsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
DEBT
|
9 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
DEBT |
NOTE
10 – DEBT
Convertible
Notes
As of September
30, 2023 and December 31, 2022, there was $334,491 and $378,263 of convertible debt outstanding.
As of
September 30, 2023 and December 31, 2022 there was a derivative liability of $597,318
and $306,467. 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, 2023. Management determined the expected
volatility of 130.58% to 170.54%, a risk-free rate of interest of 5.46% to 5.53%, and contractual lives of the debt of three months (with
exception for the August 2023 notes, which has contractual lives of the debt of one year).
On August
7, 2023, the Company entered into a convertible note for a principal of $57,750. The note bears interest at a rate of 10% per annum and
matures after one year. Following 180 days from the note, the noteholder may convert at a discount of 39%. The Company has reserved a
sufficient number of shares of common stock for issuance upon full conversion of the note in accordance with the terms.
On September
29, 2023, the Company entered into a convertible note for a principal of $57,750, which was funded on October 4, 2023. The note bears
interest at a rate of 10% per annum and matures after one year. Following 180 days from the note, the noteholder may convert at a discount
of 39%. The Company has reserved a sufficient number of shares of common stock for issuance upon full conversion of the note in accordance
with the terms (see Note 16).
As of September
30, 2023, all outstanding convertible debt is in default with exception for the August and September 2023 notes.
The following is a summary of convertible notes:
Schedule of convertible notes | |
September 30, 2023 | | |
December 31, 2022 | |
Principal outstanding | |
$ | 382,616 | | |
$ | 378,263 | |
Less: unamortized debt discount | |
| (48,125 | ) | |
| – | |
Convertible notes, net | |
$ | 334,491 | | |
$ | 378,263 | |
During the
nine months ended September 30, 2023 and 2022, $9,625 and $0 of the debt discount was amortized.
Notes
Payable
On July
14, 2021, the Company entered a Securities Purchase Agreement (the “GS SPA”) with GS Capital Partners, LLC pursuant
to which the Company issued to the Lender a 6% Redeemable Note in the principal amount of $2,000,000 (the “GS Note”).
The purchase price of the GS Note is $1,980,000. The GS Note matures on July 14, 2022 upon which time all accrued and unpaid interest
will be due and payable. Interest accrues on the GS Note at 6% per annum until the GS Note becomes due and payable. The GS Note is subject
to various “Events of Default,” which are disclosed in the GS Note. Upon the occurrence of an “Event of Default,”
the interest rate on the GS Note will be 18%. The GS Note is not convertible into shares of the Company’s Common Stock and is not
dilutive to existing or future shareholders and the Company used a portion of the proceeds of the GS Note to retire convertible debt.
As of September 30, 2023 and December 31, 2022, $2,000,000 remains outstanding. As of September 30, 2023, the GS Note is in default.
Loans
Payable
The Company’s
RI and WS subsidiaries have various loans including Small Business Association (“SBA”) Economic Injury Disaster Loan (“EIDL”)
loans, lines of credit and other advances. The loans bear interest with varying rates up to 9.25% per annum. The following is a summary
of the loans payable at September 30, 2023 and December 31, 2022:
Schedule of loans payable | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
RI - line of credit | |
$ | 99,971 | | |
$ | 99,971 | |
RI - Short-term loans | |
| 41,279 | | |
| 43,899 | |
WS - line of credit | |
| 200,000 | | |
| 200,000 | |
WS- Short-term loans | |
| 126,817 | | |
| 128,830 | |
Loan payable, current | |
$ | 468,067 | | |
$ | 472,700 | |
| |
| | | |
| | |
RI - SBA EIDL | |
$ | 102,597 | | |
$ | 102,597 | |
RI - long-term loans | |
| 84,661 | | |
| 86,041 | |
WS - SBA EIDL | |
| 26,307 | | |
| 26,307 | |
WS - long-term loans | |
| 92,446 | | |
| 113,564 | |
Loan payable, non-current | |
$ | 306,011 | | |
$ | 328,508 | |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for long-term debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent
+ Details
Name: |
us-gaap_LongTermDebtTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
SECURED DEBENTURE
|
9 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
SECURED DEBENTURE |
NOTE
11 – SECURED DEBENTURE
DPTI issued
a convertible Debenture to the University (see Note 1) in exchange for the Patents assigned to the Company, in the amount of Canadian
$1,500,000, or US$1,491,923 on December 16, 2010, the date of the Debenture. On April 24, 2017 DPTI issued a replacement secured term
Debenture in the same CAD 1,500,000 amount as the original Debenture. The interest rate is the Bank of Canada Prime overnight rate plus
1% per annum. The Debenture had an initial required payment of CAD 42,000 (US$33,385) due on April 24, 2018 for reimbursement to the University
of its research and development costs, and this has been paid. Interest-only maintenance payments are due annually starting after April
24, 2018. Payment of the principal begins on the earlier of (a) three years following two consecutive quarters of positive earnings before
interest, taxes, depreciation and amortization, (b) six years from April 24, 2017, or (c) in the event DPTI fails to raise defined capital
amounts or secure defined contract amounts by April 24 in the years 2018, 2019, and 2020. The Company has raised funds in excess of the
amount required for 2020, 2019 and 2018. Beginning in 2023, The principal repayment
amounts will be due quarterly over a six year period in the amount of Canadian Dollars 62,500. Based on the exchange rate between the
Canadian Dollar and the U.S. Dollar on December 31, 2018, the quarterly principal repayment amounts will be US$48,447. The Debenture is
secured by the Patents assigned by the University to DPTI by an Assignment Agreement on December 16, 2010. DPTI has pledged the Patents,
and granted a lien on them pursuant to an Escrow Agreement dated April 24, 2017, between DPTI and the University.
The Debenture
was initially recorded at the $1,491,923 equivalent U.S. 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 U.S. dollar
at the end of each quarter. The adjustment is recorded as unrealized gain or loss in the change of the value of the two currencies during
the quarter. The Debenture also includes a provision requiring DPTI to pay the University a 2% royalty on sales of any and all products
or services which incorporate the Patents for a period of five years from April 24, 2018. To date, no royalties have been paid. The payments
are current at the present time.
For the nine months ended
September 30, 2023, and 2022, the Company recorded interest expense of $19,401 and $36,307, respectively.
As of September 30, 2023 and December 31, 2022, the debenture liability
totaled $1,099,250 and $1,090,827, respectively.
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I
+ Details
Name: |
us-gaap_DebtDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
LEASES
|
9 Months Ended |
Sep. 30, 2023 |
Leases |
|
LEASES |
NOTE
12 – LEASES
The following was included
in our balance sheet as of September 30, 2023 and December 31, 2022:
Schedule of operating leases | |
| | |
| |
| |
September 30, | | |
December 31, | |
Operating leases | |
2023 | | |
2022 | |
| |
| | |
| |
Assets | |
| | | |
| | |
ROU operating lease assets | |
$ | 1,020,585 | | |
$ | 2,724,226 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current portion of operating lease | |
| 213,821 | | |
| 512,373 | |
Operating lease, net of current portion | |
| 907,124 | | |
| 2,547,524 | |
Total operating lease liabilities | |
$ | 1,120,945 | | |
$ | 3,059,897 | |
The weighted average
remaining lease term and weighted average discount rate at September 30, 2023 and December 31, 2022 were as follows:
Schedule of weighted average remaining lease term and weighted average discount rate | |
| | |
| |
| |
September 30, | | |
December 31, | |
Operating leases | |
2023 | | |
2022 | |
Weighted average remaining lease term (years) | |
| 7.75 | | |
| 8.25 | |
Weighted average discount rate | |
| 6.00% | | |
| 6.00% | |
Operating Leases
On January
12, 2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Mumbai, India.
This three-year agreement commenced January 12, 2021 with an annual rent of approximately $50,000.
On May 27,
2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Warwick, United
Kingdom. This ten-year agreement commenced May 27, 2021 with an annual rent of approximately $85,000 with the first six months rent
free.
On August
31, 2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Tempe, Arizona.
This five-year agreement commenced August 31, 2021 with an annual rent of approximately $192,000.
On October
20, 2021, the Company’s newly acquired subsidiary entered into an operating lease agreement to rent office space in Warwick, United
Kingdom. This ten-year agreement commenced October 20, 2021 with an annual rent of approximately $200,000 with the first six months
rent free.
On March 9, 2022, the Company entered into an
operating lease agreement to rent office space in Houston, Texas. This ten-year agreement commenced March 9. 2022 with an annual rent
of approximately $81,000 with the first twelve months rent free.
On June 28, 2023, the Company recognized a gain on deconsolidation of
$1,775,869 related to Optilan (UK) and its subsidiaries leases.
|
X |
- References
+ Details
Name: |
DPLS_DisclosureLeasesAbstract |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//842-20/tableOfContent
+ Details
Name: |
us-gaap_LesseeOperatingLeasesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
STOCKHOLDERS' EQUITY (DEFICIT)
|
9 Months Ended |
Sep. 30, 2023 |
STOCKHOLDERS' DEFICIT: |
|
STOCKHOLDERS' EQUITY (DEFICIT) |
NOTE
13 - STOCKHOLDERS' EQUITY (DEFICIT)
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
per share, for all classes. As of September 30, 2023 and December 31, 2022, there were 88,335
and 88,335
total preferred shares issued and outstanding for all classes, respectively.
Common
Stock
In
accordance with the Company’s Certificate of Incorporation, the Company has authorized a total of 20,000,000,000
shares of common stock, par value $0.0001
per share. As of September 30, 2023 and December 31, 2022, there were 7,639,945,289
and 6,427,395,360
common shares issued, respectively. As of September 30, 2023 and December 31, 2022, there were 7,639,845,289
and 6,427,295,360
common shares outstanding, respectively.
2023
Transactions
On May 27, 2022, we entered an Equity Financing
Agreement (the “2022 EFA”) and Registration Rights Agreement (the “RRA”) with GHS, pursuant to which
GHS agreed to purchase up to $70,000,000 in shares of our Common Stock, from time to time over the course of 24 months after effectiveness
of a registration statement on Form S-1 (the “Registration Statement”) of the underlying shares of Common Stock.
On April 28, 2023 the Company entered into an
Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common Stock over the course of 12 months
at 92% of the current market price.
On June 13, 2023 the Company entered into an Amendment
to the 2023 Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common Stock over the course
of 12 months at 92% of the current market price.
On July 10,2023 the Company entered into a Second Amendment to the 2023
Equity Financing Agreement with GHS, to which GHS agreed to purchase up to $30,000,000 in shares of our Common Stock over the course of
12 months at 92% of the current market price.
On September 5, 2023, we entered into a Stock
Purchase Agreement with an investor for the purchase of 100,000,000 shares of Common Stock for a total consideration of $100,000.
The RRA provides that we shall (i) use our best
efforts to file with the SEC a Registration Statement within 45 days of the date of the GHS Registration Rights Agreement; and (ii) have
the Registration Statement declared effective by the SEC within 30 days after the date the GHS Registration Statement is filed with the
SEC, but in no event more than 90 days after the GHS Registration Statement is filed.
The below table of puts from 1/12/2023 through
4/11/2023 were made by the Company under the 2022 EFA during 2023. The put from 4/28/2023 was made under the EFA dated 4/28/2023. The
puts from 6/26/2023 and 7/3/2023 were made by the Company under the Amended EFA dated June 13, 2023. The 7/10/2023 put was made by the
Company under the Second Amended EFA dated July 10, 2023.
Schedule of equity financing agreement | |
| |
| | |
| |
| | |
Date of Put | |
Number of Common Shares Issued | |
Total Proceeds, Net of Discounts | |
Effective Price per Share | |
Net Proceeds | |
1/12/2023 | |
64,130,435 | |
$ | 400,000 | |
$0.006237 | |
$ | 370,975 | |
1/17/2023 | |
11,441,647 | |
| 100,000 | |
$0.008740 | |
| 100,000 | |
1/24/2023 | |
77,733,861 | |
| 400,000 | |
$0.005146 | |
| 370,975 | |
2/3/2023 | |
61,173,706 | |
| 300,000 | |
$0.004904 | |
| 277,975 | |
2/17/2023 | |
75,447,571 | |
| 300,000 | |
$0.003976 | |
| 277,975 | |
3/1/2023 | |
83,113,044 | |
| 324,000 | |
$0.003898 | |
| 300,295 | |
3/16/2023 | |
93,165,852 | |
| 254,232 | |
$0.002729 | |
| 235,410 | |
3/30/2023 | |
65,465,384 | |
| 166,903 | |
$0.002549 | |
| 154,195 | |
4/11/2023 | |
67,462,162 | |
| 203,553 | |
$0.003017 | |
| 188,280 | |
4/28/2023 | |
91,796,875 | |
| 235,000 | |
$0.002560 | |
| 208,550 | |
6/26/2023 | |
44,583,334 | |
| 214,000 | |
$0.004800 | |
| 141,020 | |
7/3/2023 | |
51,442,308 | |
| 274,058 | |
$0.004200 | |
| 257,020 | |
7/10/2023 | |
28,593,750 | |
| 91,500 | |
$0.003200 | |
| 85,094 | |
9/5/2023 | |
100,000,000 | |
| 100,000 | |
$0.001000 | |
| 100,000 | |
| |
915,549,929 | |
$ | 3,363,246 | |
| |
$ | 3,067,764 | |
In January 2023, the Company entered into a settlement
of a dispute between certain stockholders in which the Company decided, during the period ended June 30, 2023, to issue shares to settle
the dispute. In January 2023, the Company issued 297,000,000 shares of common stock to the individuals. The fair value of $1,989,900,
or $0.0067 per share, was included in professional fees in the consolidated statements of operations in the nine months ended September
30, 2023. As part of this transaction $280,536 of accrued liabilities have been
reversed.
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480237/815-40-50-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-16
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
COMMITMENTS & CONTINGENCIES
|
9 Months Ended |
Sep. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS & CONTINGENCIES |
NOTE
14 - 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
DarkPulse, Inc. v. Twitter, Inc.
As disclosed in greater detail in the Company’s
Form 10-Q, filed September 22, 2023, the Company is actively investigating potential claims against the @MIKEWOOD and @BullMeechum3 Twitter
accounts. There are no material updates to this matter.
Carebourn Capital, L.P. v. DarkPulse, Inc.
As disclosed in greater detail in the Company’s
Form 10-Q, filed September 22, 2023, the Company remains in active litigation with Carebourn Capital, L.P. (“Carebourn”) in
Minnesota state court. The following discloses the material updates for this matter.
On August 22, 2023, the Minnesota
state held oral arguments on the Company’s motion for summary judgment on its counterclaims, which seek an award of damages in the
amount of $124,012.91 (excluding pre- and post-judgment interest), attorneys’ fees in the amount of $267,951.33, and costs in the
amount of $50,785.50.
The Company is currently awaiting
a decision on its motion for summary judgment.
More Capital, LLC v. DarkPulse, Inc. et al
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company remains in active litigation with More Capital, LLC (“More”)
in Minnesota state court. The following discloses the material updates for this matter.
On August 22, 2023, the Minnesota
state held oral arguments on the Company’s motion for summary judgment on its motion for summary judgment on its affirmative defenses
and counterclaims, the latter of which seek an award of damages in the amount of $300,809.39 (excluding pre- and post-judgment interest),
attorneys’ fees in the amount of $111,019.00, and costs in the amount of $195.75.
The Company is currently awaiting
a decision on its motion for summary judgment.
Carebourn Capital et al v. Standard Registrar
and Transfer et al
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company remains in active litigation with Carebourn Capital, L.P. (“Carebourn”)
and More Capital, LLC (“More,” and together with Carebourn, the “Noteholders”) in the United States District Court
for the District of Utah. The following discloses the material updates for this matter.
On September 27, 2023, the U.S.
Securities and Exchange Commission (“SEC”) prevailed on its motion for summary judgment against Carebourn that sought declaratory
judgment that Carebourn is an unregistered dealer acting in violation of Section 15(a) of the Securities Exchange Act of 1934.
On November 1, 2023, the Noteholders
filed a motion to dismiss this litigation with prejudice (the “Dismissal Motion”).
On November 2, 2023, the Company
filed a cross-motion to the Dismissal Motion, wherein the Company did not oppose the Noteholders’ request for dismissal with prejudice
and cross-moved for sanctions against the Noteholders and their attorneys of record. The Noteholders’ opposition thereto is due
on or before November 16, 2023.
The Company maintains that the
Noteholder’s lawsuit is duplicative of the first-filed lawsuits commenced by the Noteholder’s in Minnesota state court. The
Company intends to vigorously defend itself against the Noteholder’s Utah lawsuit.
Goodman et al. v. DarkPulse,
Inc.
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company settled a dispute with Stephen Goodman, Mark Banash, and David
Singer. Accordingly, there are no material updates for this matter.
DarkPulse, Inc. v. FirstFire
Global Opportunities Fund, LLC, and Eli Fireman
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company remains in active litigation with FirstFire Global Opportunities
Fund, LLC (“FirstFire”), and Eli Fireman (“Fireman”) (FirstFire and Fireman together, the “FirstFire Parties”).
The following discloses the material updates for this matter.
On September 12, 2023, the United
States Court of Appeals for the Second Circuit (“Second Circuit”) calendared oral arguments for the appeal—which challenges
United States District Court for the Southern District of New York’s granting the FirstFire Parties’ motion to dismiss—for
the week of December 11, 2023.
On October 12, 2023, the Second
Circuit scheduled oral arguments for the appeal on December 13, 2023.
The Company remains committed to actively litigating its claims for relief
under the Securities Exchange Act of 1934 and Racketeer Influenced and Corrupt Organizations Act.
DarkPulse, Inc. v. EMA Financial, LLC et al
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company settled a dispute with EMA Financial, LLC (“EMA”),
EMA Group, Inc. (“EMA Group”), and Felicia Preston (“Preston”) (EMA, EMA Group, and Preston together, the “EMA
Parties”). Accordingly, there are no material updates for this matter.
DarkPulse, Inc. v. Brunson Chandler & Jones,
PLLC et al
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company remains in active litigation with Brunson Chandler & Jones,
PLLC (“Brunson Firm”), and Lance B. Brunson (“Brunson,” and together with the Brunson Firm, the “Brunson
Parties”).
The Company remains committed
to litigating its claims and affirmative defenses against the Brunson Parties.
DarkPulse, Inc., et al v. Crown Bridge Partners,
LLC, et al
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company—alongside two other plaintiffs, Social Life Network, Inc.
and Redhawk Holdings Corp. —remains in active litigation with Crown Bridge Partners, LLC, Soheil Ahdoot, and Sepas Ahdoot (“Crown
Bridge Defendants”). The following discloses the material updates for this matter.
On September 29, 2023, the United
States District Court for the Southern District of New York granted the Crown Bridge Defendants’ motion to dismiss.
On October 24, 2023, the Company,
alongside Social Life Network, Inc. and RedHawk Holdings Corp., appealed the district court’s decision to the United States Court
of Appeals for the Second Circuit. Briefing has not yet been scheduled for this appeal.
The Company remains committed
to actively litigating its Racketeer Influenced and Corrupt Organizations Act claims against the Crown Bridge Defendants.
Benner et al v. DarkPulse, Inc. et al
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company and its CEO, Dennis O’Leary (together with the Company,
the “DPLS Defendants”), remain in active litigation with J. Merlin Benner, Phillip J. Benner, Benjamin P. Benner, Jonas M.
Benner, and Angelica M. Benner (collectively, the “Benner Parties”) in the United States District Court for the Southern District
of Texas. The following discloses the material updates for this matter.
On June 30, 2023, the DPLS Defendants
filed their answer to the Benner Parties’ complaint, wherein they interposed numerous affirmative defenses. The parties have since
began conducting discovery in this matter.
The Company remains committed
to actively litigating its affirmative defenses to the Benner Parties’ claims.
GS Capital Partners, LLC v. DarkPulse, Inc.
As disclosed in greater detail
in the Company’s Form 10-Q, filed September 22, 2023, the Company was sued by GS Capital Partners, LLC (“GS Capital”)
in the Supreme Court for New York County. The following discloses the material updates for this matter.
On or about September 27, 2023,
the Company and GS Capital confidentially settled the dispute. On or about October 3, 2023, the parties filed a stipulation with the court
to vacate the judgment entered against the Company and in favor of GS Capital, vacate the motion filed by the Company, and discontinue
the action.
On or about October 9, 2023, the court vacated the
judgment. The parties are currently waiting for the court to dismiss the action.
From time to time, we may become involved in litigation
relating to claims arising out of our operations in the normal course of business. We are not currently involved in any pending legal
proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are
a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our business,
financial condition and operating results.
|
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482648/440-10-50-4
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 450 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//450/tableOfContent
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 954 -SubTopic 440 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480327/954-440-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482648/440-10-50-4
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 440 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//440/tableOfContent
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
RELATED PARTY TRANSACTIONS
|
9 Months Ended |
Sep. 30, 2023 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE 15 – RELATED
PARTY TRANSACTIONS
The Company
follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related
party transactions. Pursuant to Section 850-10-20 the related parties include a) affiliates of the Company; b) Entities for which
investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection
of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as
pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management
of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or
operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate
interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that
have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of
the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures
of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary
course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements
is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of
the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income
statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial
statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of
any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties
as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
During the
nine months ended September 30, 2023 and 2022, certain executives of the Company received $120,000 and $0, respectively, in Directors
fees from Optilan for being members of Optilan’s Board of Directors.
Remote Intelligence and Wildlife Specialists
Loan Payables
RI has a loan payable with the former majority
shareholder, who is a shareholder in the Company after the acquisition of 60% of RI’s membership interests. The loan is unsecured,
non-interest bearing and due on demand. As of both September 30, 2023 and December 31, 2022, the outstanding balance was $226,247.
WS has a loan payable with the former majority
shareholder, who is a shareholder in the Company after the acquisition of 60% of WS’s membership interests. The loan is unsecured,
non-interest bearing and due on demand. As of both September 30, 2023 and December 31, 2022, the outstanding balance was $135,500.
SPAC
Transaction
On October
12, 2022, the Company entered into and closed the Purchase Agreement (the “Agreement”) pursuant to which the Company purchased
2,623,120 shares of Class B Common Stock (the “Class B Common Stock”) and 4,298,496 Private Placement Warrants, each
of which is exercisable to purchase one share of Class A Common Stock (the “Warrants,” together, with the Class B Common Stock,
the “Securities”) of Gladstone Acquisition Corp., a Delaware corporation (NASDAQ: GLEE) (the “SPAC”), from Gladstone
Sponsor, LLC (“Original Sponsor”) for $1,500,000 (the “Purchase Price”). The SPAC subsequently changed its name
to Global Systems Dynamics, Inc. (“GSD”).
As of September
30, 2023 and December 31, 2022, the Company’s $1,500,000 investment in GSD was accounted for as cost.
In addition to the payment of the Purchase Price,
the Company also assumed the following obligations: (i) responsibility for all of SPAC’s public company reporting obligations, (ii)
the right to provide an extension payment and extend the deadline of the SPAC to complete an initial business combination from 15 months
from August 9, 2021 to 18 months for an additional $1,150,000, and (iii) all other obligations and liabilities of the Original Sponsor
related to the SPAC. The principal balance of this note shall be payable by GSD on the earlier to occur of: (i) the date on which
GSD consummates its initial business combination (the “Business Combination”) and (ii) the date that the winding up of GSD
is effective. The note does not bear interest. On February 7, 2023 and March 9, 2023, GSD issued a non-convertible promissory note in
the aggregate principal amount of $167,894 ($83,947 per month) to the Company in connection with the extension of the termination date
for the GSD’s initial business combination. As of September 30, 2023 and December 31, 2022, the outstanding note receivable was
$1,612,565 and $1,049,248, respectively.
As of September 30, 2023 and December 31, 2022,
the Company has $948,362 and $318,025, respectively, owed from GSD and included as due from related party on the consolidated balance
sheet. These advances were made to pay for certain expenses on behalf of the SPAC, as well as $120,000 in accrued management fees. The
advances are unsecured, non-interest bearing and due on demand.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-6
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(g)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(e)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//850/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-6
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
+ Details
Name: |
us-gaap_RelatedPartyTransactionsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
SUBSEQUENT EVENTS
|
9 Months Ended |
Sep. 30, 2023 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
16 – SUBSEQUENT EVENTS
Subsequent to period end, the Company issued 88,888,888
shares to a third party in exchange for cash in accordance with its equity agreement.
On
September 29, 2023, the Company entered into a convertible note for a principal of $57,750, which was funded on October 4, 2023. The note
bears interest at a rate of 10% per annum and matures after one year. Following 180 days from the note, the noteholder may convert at
a discount of 39%. The Company has reserved a sufficient number of shares of common stock for issuance upon full conversion of the note
in accordance with the terms.
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2
+ Details
Name: |
us-gaap_SubsequentEventsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
9 Months Ended |
Sep. 30, 2023 |
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, 2023, and the results of operations for nine months and cash flows for
the nine months ended September 30, 2023 and 2022 have been included.
The Company
evaluates its relationships with other entities to identify whether they are variable interest entities (“VIE”) as
defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic
810, Consolidation (“ASC 810”), and to assess whether it is the primary beneficiary of such entities. If the
determination is made that the Company is the primary beneficiary, then that entity is consolidated.
|
Unaudited Interim Financial Information |
Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated
balance sheet as of September 30,2023, the unaudited condensed consolidated statements of operations for the three and nine months ended
September 30, 2023 and 2022 and of cash flows for the nine months ended September 30, 2023 and 2022 have been prepared by the Company,
pursuant to the rules and regulations of the SEC for the interim financial statements. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations. However,
the Company believes that the disclosures are adequate to make the information presented not misleading. The unaudited interim consolidated
financial statements have been prepared on a basis consistent with the audited consolidated financial statements and in the opinion of
management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the consolidated
results for the interim periods presented and of the consolidated financial condition as of the date of the interim consolidated balance
sheet. The results of operations are not necessarily indicative of the results expected for the year ending December 31, 2023.
The accompanying unaudited interim condensed consolidated
financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto
for the year ended December 31, 2022 included in the Company’s Annual Form 10-K filed with SEC on June 23, 2023.
|
Use of Estimates |
Use
of Estimates
The preparation of the Company’s financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include,
but are not limited to, assumptions used to calculate derivative liabilities, revenue recognition and impairment of long-lived assets.
The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes
to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances,
facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those
estimates.
|
Cash |
Cash
The Company considers all highly liquid investments
with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial
institutions. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”)
up to $250,000. To reduce its risk associated with the failure of such a financial institution, the Company evaluates at least annually
the rating of the financial institution in which it holds deposits.
|
Accounts Receivable |
Accounts Receivable
Accounts receivable and contract assets include
amounts billed to customers under the terms and provisions of the contracts. Most billings are determined based on contractual terms.
As is common practice in the industry, the Company classifies all accounts receivable and contract assets, including retainage, as current
assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on
those contracts may extend beyond one year. Contract assets include amounts billed to customers under retention provisions in construction
contracts. Such provisions are standard in the Company’s industry and usually allow for a portion of progress billings on the contract
price, typically 5-10%, to be withheld by the customer until after the Company has completed work on the project. Billings for such retention
balances at each balance sheet date are finalized and collected after project completion. Generally, unbilled amounts will be billed and
collected within one year. The Company determined that there are no material amounts due past one year and no material amounts billed
but not expected to be collected within one year. Also, the Company adopted ASU 2016-13 in January 2023 and the adoption did not have
a material impact on the Company’s condensed consolidated financial statements and related disclosures for the period ended September
30, 2023.
Each month, the Company reviews its receivables
on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived
collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection
have been exhausted and the potential for recovery is considered remote. As of both September 30, 2023 and December 31, 2022, the Company
determined that the allowance for doubtful accounts was $0 and $3,320,983, respectively. The allowance pertaining to Optilan UK was derecognized
upon the Optilan Liquidation.
Accounts receivable includes retainage amounts
for the portion of the contract price earned by us for work performed but held for payment by the customer as a form of security until
we reach certain construction milestones or complete the project. As of September 30, 2023 and December 31, 2022, retainage receivable
was $0 and $824,777, respectively. The retainage pertaining to Optilan UK was derecognized upon the Optilan Liquidation.
|
Foreign Currency Translation |
Foreign Currency Translation
The Company’s reporting currency is U.S.
Dollars. The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, British Pound (“GBP”)
as the functional currency, as well as the Turkish lira, Emirates Dirham, Azerbajani Manat and Indian Rupee. The accounts of one of the
Company’s subsidiaries are maintained using the appropriate local currency, Canadian Dollar (“CAD”) as the functional
currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical
rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation
adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain.
Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional
currency are included in the statements of operations as foreign currency exchange variance.
The relevant translation rates are as follows:
for the nine months ended September 30, 2023 closing rate at 1.2197, average rate at 1.2384 US$: GBP, and closing rate at 1.3586 US$:CAD.
The relevant translation rates are as follows:
for the nine months ended September 30, 2022 closing rate at 1.113030 US$:GBP, average rate at 1.259161 US$:GBP, and closing rate at 1.3751
US$:CAD.
|
Long-Lived Assets and Goodwill |
Long-Lived Assets and Goodwill
The Company accounts for long-lived assets
in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This
accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of
an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of
the asset exceeds the fair value of the asset.
Indefinite-lived intangible assets established
in connection with business combinations consist of the tradename. The impairment test for identifiable indefinite-lived intangible assets
consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its
fair value, an impairment loss is recognized in an amount equal to that excess.
The Company accounts for goodwill and intangible
assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price
of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles
with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value
of an asset has decreased below its carrying value. This guidance simplifies the accounting for goodwill impairment by removing Step 2
of the goodwill impairment test, which requires a hypothetical purchase price allocation. The quantitative impairment test calculates
any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying
amount of goodwill. It is our practice, at a minimum, to perform a qualitative or quantitative goodwill impairment test in the fourth
quarter every year. The Company has one reporting unit it evaluates during its impairment test.
As a result of the Optilan Liquidation as described
in Note 1, management determined that certain events and circumstances occurred that indicated that the carrying amount of the Company’s
reporting unit may not be recoverable. The qualitative assessment was primarily due to the customer contracts held by Optilan (UK) Limited
and the associated revenue projections by the UK subsidiary that is subject to the potential winding up. As such, the Company compared
the fair value of the reporting unit to the carrying amounts and recorded an impairment loss of $6,925,137 pertaining to impairment and
goodwill in the consolidated statements of operations. The Company recorded impairment of the indefinite-lived intangible asset of $356,260,
and impairment of goodwill of $6,568,877. The Company has one reporting unit which was evaluated in the impairment test noted above. As
a result of the impairment, the Company had a carrying value of $0 pertaining to goodwill and intangible assets as of September 30, 2023.
|
Property and Equipment |
Property and Equipment
Property and equipment are carried at historical
cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using
the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets
are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and
equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed
from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred.
The estimated useful lives of property and equipment
are generally as follows:
Schedule of estimated useful lives |
|
|
|
|
Years |
Office furniture and fixtures |
|
4 |
Plant and equipment |
|
4-8 |
Leasehold Improvements |
|
10 |
Motor vehicles |
|
3 |
|
Revenue Recognition |
Revenue Recognition
The Company’s revenues are generated primarily
from the sale of our services, which consist primarily of advanced technology solutions for integrated communications and security systems,
as well as habitat management. The Company’s sales of products are primarily generated from our TJM subsidiaries. Sales of products
and services are separate from one another. At contract inception, we assess the goods and services promised in the contract with customers
and identify a performance obligation for each. To determine the performance obligation, we consider all products and services promised
in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction
of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration expected to be
received in exchange for transferring goods and services. We recognize service revenues as the performance obligations are met, which
is generally as milestones are satisfied over time. We generally recognize product revenues at the time of shipment, provided that all
other revenue recognition criteria have been met.
The Company recognizes revenue when its customer
obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for
those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606,
we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract;
(iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize
revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will
collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception,
once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine
those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the
amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is
satisfied.
The Company considers each individual sale of
service contract to be its own performance obligation. Services in the contract are highly interdependent and interrelated, and the successful
completion of each milestone is necessary for the overall success of the contract. Therefore, each milestone is not separately identifiable
from other promises in the contract, and not distinct and ultimately not individual performance obligations.
The Company records revenue over time using the
input measure as it is the most faithful depiction of an entity’s performance because it directly measures the value of the goods
and services transferred to the customer. The Company utilizes the Right to Invoice for these contracts, as the pricing structure is based
on various milestones that are specified in the contract. These milestones include Construction Phase Plan, Start of the construction
phase, installation phase, site surveys, fiber splicing, recoveries, and closeouts. There are specified payments associated with these
milestones in the contract, and the value allocated is commensurate with work done. In the event that there are advances such as upfront
retainers and not based on the value, those are recorded as contract liabilities.
|
Cost of Revenues |
Cost of Revenues
Cost of revenues consists primarily of materials
and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation
costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer
costs to provide continuing support to our customers. Cost of revenues also includes direct labor attributable to revenue service arrangements.
|
Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company has not experienced any losses
related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial
banking relationships.
|
Leases |
Leases
The Company accounts for its leases under ASC
842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing
leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting
fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities
are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating
leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease
term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense
over the lease term. Variable lease expenses are recorded when incurred.
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.
|
Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The Company measures its financial assets and
liabilities in accordance with the requirements of FASB ASC 820, Fair Value Measurements and Disclosures. As defined in FASB ASC
820, the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or
assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent
in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The
Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 established a fair value hierarchy that
prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:
Level 1 – Quoted prices are available in
active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset
or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of
financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 – Pricing inputs are other than
quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes
those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard
models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current
market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these
assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported
by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded
derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 – Pricing inputs include significant
inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that
result in management’s best estimate of fair value.
The Company’s derivative liability is a
Level 3 liability measured at fair value on a recurring basis. See Note 10.
|
Non-controlling Interests |
Non-controlling Interests
Non-controlling interests are classified as a
separate component of equity in the Company's consolidated balance sheets and statements of changes in stockholders’ equity. Net
income (loss) and comprehensive income (loss) attributable to non-controlling interests are reflected separately from consolidated net
income (loss) and comprehensive income (loss) in the consolidated statements of comprehensive income (loss) and statements of changes
in stockholders’ equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted
for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated,
any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between
the carrying value and fair value of the retained interest will be recorded as a gain or loss. The Company has non-controlling interests
via its subsidiaries TerraData, Remote Intelligence and Wildlife Specialists.
During the nine months ended September 30, 2023
and 2022, the Company recorded a loss of $821,977 and $255,835, respectively, attributable to non-controlling interests.
|
Comprehensive Loss |
Comprehensive Loss
Comprehensive loss includes net loss as well as
other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. During
the nine months ended September 30, 2023 and 2022, the Company’s only element of other comprehensive loss was foreign currency translation.
|
Loss Per Common Share |
Loss Per Common Share
The Company accounts for earnings per share pursuant
to ASC 260, Earnings per Share, which requires disclosure on the financial statements of "basic" and “diluted”
earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number
of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted
average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each
year. In periods where the Company has a net loss, all dilutive securities are excluded. Potentially dilutive items outstanding as of
September 30, 2023 and 2022 are as follows:
Schedule of antidilutive shares | |
| | | |
| | |
| |
September 30, | |
| |
2023 | | |
2022 | |
Convertible notes | |
| 302,912,039 | | |
| 87,775,272 | |
Series D preferred stock | |
| 176,470 | | |
| 176,470 | |
| |
| 303,088,509 | | |
| 87,951,742 | |
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
In April 2019, the FASB issued ASU 2019-04, Codification
Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial
Instruments, which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit
Losses (Topic 326): Targeted Transition Relief, which amends Topic 326 to allow the fair value option to be elected for certain financial
instruments upon adoption. ASU 2019-10 extended the effective date of ASU 2016-13 until December 15, 2022. The Company adopted this new
guidance, including the subsequent updates to Topic 326, on January 1, 2023 and the adoption did not have a material impact on the Company’s
condensed consolidated financial statements and related disclosures.
On January 1, 2023, the Company adopted ASU 2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). This
standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss
(“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using
historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured
at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as
unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be
collected by using an allowance for credit losses. The Company adopted this new guidance on January 1, 2023 and the adoption did not have
a material impact on the Company’s condensed consolidated financial statements and related disclosures.
Management does not believe that any other recently
issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting
pronouncements are issued, the Company will adopt those that are applicable.
|
X |
- References
+ Details
Name: |
DPLS_CostOfRevenuePolicyTextBlock |
Namespace Prefix: |
DPLS_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_NonControllingInterestsPolicyTextBlock |
Namespace Prefix: |
DPLS_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_UnauditedInterimFinancialInformationPolicyTextBlock |
Namespace Prefix: |
DPLS_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
+ References
+ Details
Name: |
us-gaap_BasisOfAccountingPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-1
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for comprehensive income.
+ References
+ Details
Name: |
us-gaap_ComprehensiveIncomePolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for credit risk.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 825 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480981/942-825-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
+ Details
Name: |
us-gaap_ConcentrationRiskCreditRisk |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-2
+ Details
Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the fair value of financial instruments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 60 -Paragraph 1 -SubTopic 10 -Topic 820 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482053/820-10-60-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 825 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-1
+ Details
Name: |
us-gaap_FairValueOfFinancialInstrumentsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//830/tableOfContent
+ Details
Name: |
us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 5.CC) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480091/360-10-S99-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 05 -Paragraph 4 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482338/360-10-05-4
+ Details
Name: |
us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for leasing arrangement entered into by lessee.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-1
+ Details
Name: |
us-gaap_LesseeLeasesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 6 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-6
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for receivable. Includes, but is not limited to, accounts receivable and financing receivable.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481569/310-20-50-4
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481569/310-20-50-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481569/310-20-50-2
+ Details
Name: |
us-gaap_ReceivablesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-4
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (e) -SubTopic 10 -Topic 235 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-4
+ Details
Name: |
us-gaap_RevenueRecognitionPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-9
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-4
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 11 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 12 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-12
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-8
+ Details
Name: |
us-gaap_UseOfEstimates |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Schedule of estimated useful lives |
Schedule of estimated useful lives |
|
|
|
|
Years |
Office furniture and fixtures |
|
4 |
Plant and equipment |
|
4-8 |
Leasehold Improvements |
|
10 |
Motor vehicles |
|
3 |
|
Schedule of antidilutive shares |
Schedule of antidilutive shares | |
| | | |
| | |
| |
September 30, | |
| |
2023 | | |
2022 | |
Convertible notes | |
| 302,912,039 | | |
| 87,775,272 | |
Series D preferred stock | |
| 176,470 | | |
| 176,470 | |
| |
| 303,088,509 | | |
| 87,951,742 | |
|
X |
- References
+ Details
Name: |
DPLS_ScheduleOfEstimatedUsefulLivesTableTextBlock |
Namespace Prefix: |
DPLS_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
+ Details
Name: |
us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
REVENUE (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Revenue from Contract with Customer [Abstract] |
|
Schedule of timing of revenue recognition |
Schedule of timing of revenue recognition | |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended | | |
Nine Months Ended |
|
| |
September 30, | | |
September 30, |
|
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Services and products transferred at a point in time | |
$ | 32,168 | | |
$ | 463,295 | | |
$ | 796,716 | | |
$ | 2,552,462 | |
Services and products transferred over time | |
| 49,903 | | |
| 967,809 | | |
| 1,235,957 | | |
| 5,332,018 | |
Total revenue | |
$ | 82,071 | | |
$ | 1,431,104 | | |
$ | 2,032,673 | | |
$ | 7,884,480 | |
|
Schedule of revenue by source |
Schedule of revenue by source | |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Products | |
$ | 71,886 | | |
$ | 136,534 | | |
$ | 329,400 | | |
$ | 1,246,610 | |
Services | |
| 10,185 | | |
| 1,294,570 | | |
| 1,703,273 | | |
| 6,637,870 | |
Total revenue | |
$ | 82,071 | | |
$ | 1,431,104 | | |
$ | 2,032,673 | | |
$ | 7,884,480 | |
|
Schedule of revenue by geographic destination |
Schedule of revenue by geographic destination | |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended | | |
Nine Months Ended |
|
| |
September 30, | | |
September 30, |
|
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
North America | |
$ | 74,586 | | |
$ | 590,028 | | |
$ | 449,238 | | |
$ | 1,124,462 | |
United Kingdom | |
| 7,485 | | |
| – | | |
| 1,397,152 | | |
| – | |
Rest of world | |
| – | | |
| 841,076 | | |
| 186,283 | | |
| 6,760,018 | |
Total revenue | |
$ | 82,071 | | |
$ | 1,431,104 | | |
$ | 2,032,673 | | |
$ | 7,884,480 | |
|
X |
- References
+ Details
Name: |
DPLS_ScheduleOfTimingOfRevenueTableTextBlock |
Namespace Prefix: |
DPLS_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-5
+ Details
Name: |
us-gaap_DisaggregationOfRevenueTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_RevenueFromContractWithCustomerAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of revenue from external customers by geographic areas attributed to the entity's country of domicile and to foreign countries from which the entity derives revenue.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph a -SubTopic 10 -Topic 280 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-41
+ Details
Name: |
us-gaap_RevenueFromExternalCustomersByGeographicAreasTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
ACCOUNTS RECEIVABLE (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Receivables [Abstract] |
|
Schedule of accounts receivable |
Schedule of accounts receivable | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Accounts receivable | |
$ | 96,287 | | |
$ | 6,273,276 | |
Less: Allowance for doubtful accounts | |
| – | | |
| (3,320,983 | ) |
Accounts receivable, net | |
$ | 96,287 | | |
$ | 2,952,293 | |
|
X |
- References
+ Details
Name: |
us-gaap_ReceivablesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the various types of trade accounts and notes receivable and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.3,4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
PROPERTY AND EQUIPMENT (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Property, Plant and Equipment [Abstract] |
|
Schedule of property and equipment |
Schedule of property and equipment | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Property and equipment | |
$ | 1,300,521 | | |
$ | 3,942,421 | |
Leasehold improvements | |
| 46,934 | | |
| 46,934 | |
Property and equipment at cost | |
| 1,347,455 | | |
| 3,989,355 | |
Less - accumulated depreciation | |
| (472,282 | ) | |
| (2,055,484 | ) |
Property and equipment, net | |
$ | 875,173 | | |
$ | 1,933,871 | |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Schedule of changes in carrying amount of goodwill |
Schedule of changes in carrying amount of goodwill | |
| |
| |
Goodwill | |
Balances at December 31, 2022 | |
$ | 6,462,153 | |
Impairment of goodwill pertaining to Optilan | |
| (6,568,877 | ) |
Foreign exchange translation | |
| 106,724 | |
Balances at September 30, 2023 | |
$ | – | |
|
Schedule of patents |
Schedule of patents | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Patents | |
$ | 904,269 | | |
$ | 904,269 | |
Less: accumulated amortization | |
| (674,665 | ) | |
| (636,394 | ) |
Patents, net | |
$ | 229,604 | | |
$ | 267,875 | |
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482548/350-20-55-24
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A
Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-2
+ Details
Name: |
us-gaap_ScheduleOfGoodwillTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of goodwill and intangible assets, which may be broken down by segment or major class.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 350 -SubTopic 20 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
+ Details
Name: |
us-gaap_ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Payables and Accruals [Abstract] |
|
Schedule of accounts payable and accrued expenses |
Schedule of accounts payable and accrued expenses | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Accounts payable | |
$ | 14,108,937 | | |
$ | 8,677,648 | |
Accrued liabilities | |
| 1,519,043 | | |
| 2,058,725 | |
Total accounts payable and accrued expenses | |
$ | 15,627,980 | | |
$ | 10,736,373 | |
|
X |
- References
+ Details
Name: |
us-gaap_PayablesAndAccrualsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses.
+ References
+ Details
Name: |
us-gaap_ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
DEBT (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
Schedule of convertible notes |
Schedule of convertible notes | |
September 30, 2023 | | |
December 31, 2022 | |
Principal outstanding | |
$ | 382,616 | | |
$ | 378,263 | |
Less: unamortized debt discount | |
| (48,125 | ) | |
| – | |
Convertible notes, net | |
$ | 334,491 | | |
$ | 378,263 | |
|
Schedule of loans payable |
Schedule of loans payable | |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
RI - line of credit | |
$ | 99,971 | | |
$ | 99,971 | |
RI - Short-term loans | |
| 41,279 | | |
| 43,899 | |
WS - line of credit | |
| 200,000 | | |
| 200,000 | |
WS- Short-term loans | |
| 126,817 | | |
| 128,830 | |
Loan payable, current | |
$ | 468,067 | | |
$ | 472,700 | |
| |
| | | |
| | |
RI - SBA EIDL | |
$ | 102,597 | | |
$ | 102,597 | |
RI - long-term loans | |
| 84,661 | | |
| 86,041 | |
WS - SBA EIDL | |
| 26,307 | | |
| 26,307 | |
WS - long-term loans | |
| 92,446 | | |
| 113,564 | |
Loan payable, non-current | |
$ | 306,011 | | |
$ | 328,508 | |
|
X |
- DefinitionTabular disclosure of convertible debt instrument. Includes, but is not limited to, principal amount and amortized premium or discount.
+ References
+ Details
Name: |
us-gaap_ConvertibleDebtTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69E -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482949/835-30-55-8
Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480848/942-470-50-3
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-8
Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-6
Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-7
+ Details
Name: |
us-gaap_ScheduleOfDebtInstrumentsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
LEASES (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Leases |
|
Schedule of operating leases |
Schedule of operating leases | |
| | |
| |
| |
September 30, | | |
December 31, | |
Operating leases | |
2023 | | |
2022 | |
| |
| | |
| |
Assets | |
| | | |
| | |
ROU operating lease assets | |
$ | 1,020,585 | | |
$ | 2,724,226 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current portion of operating lease | |
| 213,821 | | |
| 512,373 | |
Operating lease, net of current portion | |
| 907,124 | | |
| 2,547,524 | |
Total operating lease liabilities | |
$ | 1,120,945 | | |
$ | 3,059,897 | |
|
Schedule of weighted average remaining lease term and weighted average discount rate |
Schedule of weighted average remaining lease term and weighted average discount rate | |
| | |
| |
| |
September 30, | | |
December 31, | |
Operating leases | |
2023 | | |
2022 | |
Weighted average remaining lease term (years) | |
| 7.75 | | |
| 8.25 | |
Weighted average discount rate | |
| 6.00% | | |
| 6.00% | |
|
X |
- References
+ Details
Name: |
DPLS_DisclosureLeasesAbstract |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_ScheduleOfWeightedAverageRemainingLeaseTermAndWeightedAverageDiscountRateTableTextBlock |
Namespace Prefix: |
DPLS_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_LeaseCostTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
STOCKHOLDERS' EQUITY (DEFICIT) (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
STOCKHOLDERS' DEFICIT: |
|
Schedule of equity financing agreement |
Schedule of equity financing agreement | |
| |
| | |
| |
| | |
Date of Put | |
Number of Common Shares Issued | |
Total Proceeds, Net of Discounts | |
Effective Price per Share | |
Net Proceeds | |
1/12/2023 | |
64,130,435 | |
$ | 400,000 | |
$0.006237 | |
$ | 370,975 | |
1/17/2023 | |
11,441,647 | |
| 100,000 | |
$0.008740 | |
| 100,000 | |
1/24/2023 | |
77,733,861 | |
| 400,000 | |
$0.005146 | |
| 370,975 | |
2/3/2023 | |
61,173,706 | |
| 300,000 | |
$0.004904 | |
| 277,975 | |
2/17/2023 | |
75,447,571 | |
| 300,000 | |
$0.003976 | |
| 277,975 | |
3/1/2023 | |
83,113,044 | |
| 324,000 | |
$0.003898 | |
| 300,295 | |
3/16/2023 | |
93,165,852 | |
| 254,232 | |
$0.002729 | |
| 235,410 | |
3/30/2023 | |
65,465,384 | |
| 166,903 | |
$0.002549 | |
| 154,195 | |
4/11/2023 | |
67,462,162 | |
| 203,553 | |
$0.003017 | |
| 188,280 | |
4/28/2023 | |
91,796,875 | |
| 235,000 | |
$0.002560 | |
| 208,550 | |
6/26/2023 | |
44,583,334 | |
| 214,000 | |
$0.004800 | |
| 141,020 | |
7/3/2023 | |
51,442,308 | |
| 274,058 | |
$0.004200 | |
| 257,020 | |
7/10/2023 | |
28,593,750 | |
| 91,500 | |
$0.003200 | |
| 85,094 | |
9/5/2023 | |
100,000,000 | |
| 100,000 | |
$0.001000 | |
| 100,000 | |
| |
915,549,929 | |
$ | 3,363,246 | |
| |
$ | 3,067,764 | |
|
X |
- References
+ Details
Name: |
DPLS_ScheduleOfEquityFinancingAgreementTableTextBlock |
Namespace Prefix: |
DPLS_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Bad debt expense |
$ 11,506
|
$ 0
|
$ 2,433,963
|
$ 0
|
Impairment of goodwill |
0
|
$ 0
|
6,925,137
|
$ 0
|
Optilan (UK) [Member] |
|
|
|
|
Bad debt expense |
|
|
2,422,457
|
|
Impairment of goodwill |
|
|
6,925,137
|
|
Goodwill and intangible assets |
$ 0
|
|
0
|
|
Optilan (UK) [Member] | Indefinite Lived Asset [Member] |
|
|
|
|
Impairment of goodwill |
|
|
356,260
|
|
Optilan (UK) [Member] | Goodwill [Member] |
|
|
|
|
Impairment of goodwill |
|
|
$ 6,568,877
|
|
X |
- DefinitionTotal loss recognized during the period from the impairment of goodwill plus the loss recognized in the period resulting from the impairment of the carrying amount of intangible assets, other than goodwill.
+ References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetImpairment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCarrying amount of finite-lived intangible assets, indefinite-lived intangible assets and goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets are assets, not including financial assets, lacking physical substance.
+ References
+ Details
Name: |
us-gaap_IntangibleAssetsNetIncludingGoodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of expense (reversal of expense) for expected credit loss on accounts receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479319/326-20-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_ProvisionForDoubtfulAccounts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
dei_LegalEntityAxis=DPLS_OptilanUKMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis=DPLS_IndefiniteLivedAssetMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis=us-gaap_GoodwillMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
X |
- References
+ Details
Name: |
DPLS_PropertyPlantAndEquipmentUsefulLife1 |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_FurnitureAndFixturesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=DPLS_PlantAndEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_LeaseholdImprovementsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=DPLS_MotorVehiclesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
SIGNIFICANT ACCOUNTING POLICIES (Details - Antidilutive shares) - shares
|
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive shares |
303,088,509
|
87,951,742
|
Convertible Notes [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive shares |
302,912,039
|
87,775,272
|
Series D Preferred Stock [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive shares |
176,470
|
176,470
|
X |
- DefinitionSecurities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
+ Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=DPLS_ConvertibleNotesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=us-gaap_SeriesDPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
|
3 Months Ended |
9 Months Ended |
|
Sep. 30, 2023
USD ($)
|
Sep. 30, 2022
USD ($)
|
Sep. 30, 2023
USD ($)
|
Sep. 30, 2022
USD ($)
|
Dec. 31, 2022
USD ($)
|
Allowance for doubtful accounts |
$ 0
|
|
$ 0
|
|
$ 3,320,983
|
Retainage receivable |
0
|
|
0
|
|
$ 824,777
|
Impairment expense |
0
|
$ 0
|
6,925,137
|
$ 0
|
|
Net loss attributable to non-controlling interests |
11,284
|
$ (92,571)
|
821,977
|
$ 255,835
|
|
Optilan (UK) [Member] |
|
|
|
|
|
Impairment expense |
|
|
6,925,137
|
|
|
Goodwill and intangible assets |
$ 0
|
|
0
|
|
|
Optilan (UK) [Member] | Indefinite Lived Asset [Member] |
|
|
|
|
|
Impairment expense |
|
|
356,260
|
|
|
Optilan (UK) [Member] | Goodwill [Member] |
|
|
|
|
|
Impairment expense |
|
|
$ 6,568,877
|
|
|
United Kingdom, Pounds |
|
|
|
|
|
Foreign currency translation rates |
1.2197
|
1.113030
|
1.2197
|
1.113030
|
|
Foreign currency translation rates |
|
|
1.2384
|
1.259161
|
|
Canada, Dollars |
|
|
|
|
|
Foreign currency translation rates |
1.3586
|
1.3751
|
1.3586
|
1.3751
|
|
X |
- References
+ Details
Name: |
DPLS_ForeignCurrencyExchangeRateTranslation2 |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:pureItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_RetainageReceivable |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe valuation allowance as of the balance sheet date to reduce the gross amount of receivables to estimated net realizable value, which would be presented in parentheses on the face of the balance sheet.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-4
+ Details
Name: |
us-gaap_AllowanceForDoubtfulAccountsPremiumsAndOtherReceivables |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionForeign exchange rate used to translate amounts denominated in functional currency to reporting currency.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481674/830-30-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479424/830-30-S99-1
+ Details
Name: |
us-gaap_ForeignCurrencyExchangeRateTranslation1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:pureItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal loss recognized during the period from the impairment of goodwill plus the loss recognized in the period resulting from the impairment of the carrying amount of intangible assets, other than goodwill.
+ References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetImpairment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCarrying amount of finite-lived intangible assets, indefinite-lived intangible assets and goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets are assets, not including financial assets, lacking physical substance.
+ References
+ Details
Name: |
us-gaap_IntangibleAssetsNetIncludingGoodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of Net Income (Loss) attributable to noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4J -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
+ Details
Name: |
us-gaap_NetIncomeLossAttributableToNoncontrollingInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
dei_LegalEntityAxis=DPLS_OptilanUKMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis=DPLS_IndefiniteLivedAssetMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis=us-gaap_GoodwillMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_CurrencyAxis=currency_GBP |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_CurrencyAxis=currency_CAD |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($)
|
3 Months Ended |
9 Months Ended |
|
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
|
|
|
|
|
|
|
Profit loss |
$ 998,576
|
$ 4,118,100
|
$ 14,799,264
|
$ 8,805,668
|
$ 4,185,572
|
$ 5,384,270
|
$ 19,915,940
|
$ 18,375,506
|
|
Net cash used in operating activities |
|
|
|
|
|
|
4,066,096
|
$ 19,456,701
|
|
Working capital |
18,527,365
|
|
|
|
|
|
18,527,365
|
|
|
Accumulated deficit |
65,649,298
|
|
|
|
|
|
65,649,298
|
|
$ 46,555,334
|
Cash |
$ 64,892
|
|
|
|
|
|
$ 64,892
|
|
|
X |
- References
+ Details
Name: |
DPLS_WorkingCapital |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 45 -Paragraph 21 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480555/946-210-45-21
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 45 -Paragraph 20 -SubTopic 210 -Topic 946 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480555/946-210-45-20
+ Details
Name: |
us-gaap_Cash |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-19
Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 33: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4J -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J
Reference 34: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4K -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-2
Reference 38: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
Reference 39: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
+ Details
Name: |
us-gaap_ProfitLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of accumulated undistributed earnings (deficit).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.23.4
REVENUE (Details - Timing of revenue recognition) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Disaggregation of Revenue [Line Items] |
|
|
|
|
Total revenue |
$ 82,071
|
$ 1,431,104
|
$ 2,032,673
|
$ 7,884,480
|
Transferred at Point in Time [Member] |
|
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
|
Total revenue |
32,168
|
463,295
|
796,716
|
2,552,462
|
Transferred over Time [Member] |
|
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
|
Total revenue |
$ 49,903
|
$ 967,809
|
$ 1,235,957
|
$ 5,332,018
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-5
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
+ Details
Name: |
us-gaap_DisaggregationOfRevenueLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 924 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 11.L) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-42
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-40
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-41
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-4
+ Details
Name: |
us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_TimingOfTransferOfGoodOrServiceAxis=us-gaap_TransferredAtPointInTimeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TimingOfTransferOfGoodOrServiceAxis=us-gaap_TransferredOverTimeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
REVENUE (Details - Revenue by source) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Disaggregation of Revenue [Line Items] |
|
|
|
|
Total revenue |
$ 82,071
|
$ 1,431,104
|
$ 2,032,673
|
$ 7,884,480
|
Product [Member] |
|
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
|
Total revenue |
71,886
|
136,534
|
329,400
|
1,246,610
|
Service [Member] |
|
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
|
Total revenue |
$ 10,185
|
$ 1,294,570
|
$ 1,703,273
|
$ 6,637,870
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-5
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
+ Details
Name: |
us-gaap_DisaggregationOfRevenueLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 924 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 11.L) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-42
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-40
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-41
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-4
+ Details
Name: |
us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_ProductOrServiceAxis=us-gaap_ProductMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_ProductOrServiceAxis=us-gaap_ServiceMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
REVENUE (Details - Revenue by geographic destination) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Disaggregation of Revenue [Line Items] |
|
|
|
|
Total revenue |
$ 82,071
|
$ 1,431,104
|
$ 2,032,673
|
$ 7,884,480
|
North America [Member] |
|
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
|
Total revenue |
74,586
|
590,028
|
449,238
|
1,124,462
|
UNITED KINGDOM |
|
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
|
Total revenue |
7,485
|
0
|
1,397,152
|
0
|
Rest Of World [Member] |
|
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
|
Total revenue |
$ 0
|
$ 841,076
|
$ 186,283
|
$ 6,760,018
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-5
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 91 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479777/606-10-55-91
+ Details
Name: |
us-gaap_DisaggregationOfRevenueLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 924 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 11.L) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-42
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-40
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-41
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-4
+ Details
Name: |
us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_StatementGeographicalAxis=srt_NorthAmericaMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_StatementGeographicalAxis=country_GB |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_StatementGeographicalAxis=DPLS_RestOfWorldMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
ACCOUNTS RECEIVABLE (Details) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Receivables [Abstract] |
|
|
Accounts receivable |
$ 96,287
|
$ 6,273,276
|
Less: Allowance for doubtful accounts |
0
|
(3,320,983)
|
Accounts receivable, net |
$ 96,287
|
$ 2,952,293
|
X |
- DefinitionAmount, before allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(3)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-2
+ Details
Name: |
us-gaap_AccountsReceivableGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 310 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480833/946-310-45-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(5)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 954 -SubTopic 310 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481058/954-310-45-1
+ Details
Name: |
us-gaap_AccountsReceivableNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of allowance for credit loss on accounts receivable, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479344/326-20-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-4
+ Details
Name: |
us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_ReceivablesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
PROPERTY AND EQUIPMENT (Details) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment at cost |
$ 1,347,455
|
$ 3,989,355
|
Less - accumulated depreciation |
(472,282)
|
(2,055,484)
|
Property and equipment, net |
875,173
|
1,933,871
|
Property, Plant and Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment at cost |
1,300,521
|
3,942,421
|
Leasehold Improvements [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment at cost |
$ 46,934
|
$ 46,934
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(14)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(13)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount after depreciation of long-lived, physical assets used to produce goods and services and not intended for resale, classified as other.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentOtherNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_PropertyPlantAndEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_LeaseholdImprovementsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
X |
- References
+ Details
Name: |
DPLS_GoodwillForeignCurrencyTranslationGainLoss1 |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482548/350-20-55-24
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(15)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482598/350-20-45-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(10)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_Goodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482548/350-20-55-24
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482598/350-20-45-2
+ Details
Name: |
us-gaap_GoodwillImpairmentLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.23.4
X |
- References
+ Details
Name: |
DPLS_PatentsNet |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAccumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-2
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionGross carrying amount before accumulated amortization as of the balance sheet date of the costs pertaining to the exclusive legal rights granted to the owner of the patent to exploit an invention or a process for a period of time specified by law. Such costs may have been expended to directly apply and receive patent rights, or to acquire such rights.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-2
+ Details
Name: |
us-gaap_FiniteLivedPatentsGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($)
|
3 Months Ended |
9 Months Ended |
|
|
Mar. 31, 2023 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Jan. 02, 2023 |
Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] |
|
|
|
|
|
Amortization of patent |
|
$ 34,225
|
$ 38,271
|
|
|
Patents [Member] |
|
|
|
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
|
|
|
Amortization of patent |
|
38,271
|
$ 38,271
|
|
|
Optilan Liquidation [Member] |
|
|
|
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
|
|
|
Impairment of trade value |
$ 356,260
|
|
|
|
|
Optilan Liquidation [Member] | Trade Name [Member] |
|
|
|
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
|
|
|
Carrying value of intangible assets |
|
$ 0
|
|
|
$ 390,330
|
Maximum [Member] |
|
|
|
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
|
|
|
Intangible asset estimated useful life |
|
|
|
25 years
|
|
Minimum [Member] |
|
|
|
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
|
|
|
Intangible asset estimated useful life |
|
|
|
10 years
|
|
X |
- DefinitionThe aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482686/350-30-45-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-2
+ Details
Name: |
us-gaap_AmortizationOfIntangibleAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionUseful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetUsefulLife |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 928 -SubTopic 340 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483147/928-340-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-2
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 926 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483154/926-20-50-5
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of impairment loss recognized in the period resulting from the write-down of the carrying amount of a finite-lived intangible asset to fair value.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-3
+ Details
Name: |
us-gaap_ImpairmentOfIntangibleAssetsFinitelived |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis=us-gaap_PatentsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=DPLS_OptilanLiquidationMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis=DPLS_TradeNameMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
X |
- DefinitionAmount of realized gain (loss) on investment in debt and equity securities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column C)(Footnote 4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column C)(Footnote 6)(e)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column C)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(7)(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(9)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(7)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(7)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
+ Details
Name: |
us-gaap_DebtAndEquitySecuritiesRealizedGainLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
+ Details
Name: |
us-gaap_EquityMethodInvestmentOwnershipPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe cash outflow associated with the investment in or advances to an entity in which the reporting entity shares control of the entity with another party or group.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireInterestInJointVenture |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
+ Details
Name: |
us-gaap_ScheduleOfEquityMethodInvestmentsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis=DPLS_NeuralSignalsIncMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Payables and Accruals [Abstract] |
|
|
Accounts payable |
$ 14,108,937
|
$ 8,677,648
|
Accrued liabilities |
1,519,043
|
2,058,725
|
Total accounts payable and accrued expenses |
$ 15,627,980
|
$ 10,736,373
|
X |
- DefinitionAmount of liabilities incurred to vendors for goods and services received, and accrued liabilities classified as other, payable within one year or the normal operating cycle, if longer.
+ References
+ Details
Name: |
us-gaap_AccountsPayableAndOtherAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccountsPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_PayablesAndAccrualsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
X |
- References
+ Details
Name: |
DPLS_ConvertibleDebtDebtInstrumentUnamortizedDiscount |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
DPLS_ConvertibleNotesPayableGross |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ConvertibleNotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.4
DEBT (Details - Loans payable) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Debt Instrument [Line Items] |
|
|
Loan payable, current |
$ 468,067
|
$ 472,700
|
Loan payable, non-current |
306,011
|
328,508
|
R I Line Of Credit [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Loan payable, current |
99,971
|
99,971
|
R I Short Term Loans [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Loan payable, current |
41,279
|
43,899
|
W S Line Of Credit [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Loan payable, current |
200,000
|
200,000
|
W S Short Term Loans [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Loan payable, current |
126,817
|
128,830
|
R I S B A E I D L [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Loan payable, non-current |
102,597
|
102,597
|
R I Long Term Loans [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Loan payable, non-current |
84,661
|
86,041
|
W S S B A E I D L [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Loan payable, non-current |
26,307
|
26,307
|
W S Long Term Loans [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Loan payable, non-current |
$ 92,446
|
$ 113,564
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482900/835-30-50-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(f)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69E -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69F -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 11: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I
+ Details
Name: |
us-gaap_DebtInstrumentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of portion of long-term loans payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LoansPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LongTermLoansPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=DPLS_RILineOfCreditMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=DPLS_RIShortTermLoansMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=DPLS_WSLineOfCreditMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=DPLS_WSShortTermLoansMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=DPLS_RISBAEIDLMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=DPLS_RILongTermLoansMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=DPLS_WSSBAEIDLMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=DPLS_WSLongTermLoansMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
DEBT (Details Narrative) - USD ($)
|
|
|
9 Months Ended |
|
|
Aug. 07, 2023 |
Jul. 14, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 29, 2023 |
Dec. 31, 2022 |
Debt Instrument [Line Items] |
|
|
|
|
|
|
Convertible Notes Payable, Current |
|
|
$ 334,491
|
|
|
$ 378,263
|
Derivative Liability, Current |
|
|
597,318
|
|
|
306,467
|
Convertible note |
$ 57,750
|
|
|
|
|
|
Interest rate |
10.00%
|
|
|
|
|
|
Debt conversion converted instrument discount rate |
39.00%
|
|
|
|
|
|
G S Spa Note [Member] |
|
|
|
|
|
|
Debt Instrument [Line Items] |
|
|
|
|
|
|
Debt face amount |
|
$ 2,000,000
|
|
|
|
|
Maturity date |
|
Jul. 14, 2022
|
|
|
|
|
Debt interest rate |
|
6.00%
|
|
|
|
|
Debt outstanding |
|
|
2,000,000
|
|
|
$ 2,000,000
|
Sept Convertible Note [Member] |
|
|
|
|
|
|
Debt Instrument [Line Items] |
|
|
|
|
|
|
Debt face amount |
|
|
|
|
$ 57,750
|
|
Convertible Debt [Member] |
|
|
|
|
|
|
Debt Instrument [Line Items] |
|
|
|
|
|
|
Amortization of debt discount |
|
|
$ 9,625
|
$ 0
|
|
|
X |
- References
+ Details
Name: |
DPLS_DebtConversionConvertedInstrumentDiscountRate |
Namespace Prefix: |
DPLS_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_ConvertibleNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ConvertibleNotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482900/835-30-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-2
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482949/835-30-55-8
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe average effective interest rate during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateDuringPeriod |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482900/835-30-50-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(f)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69E -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69F -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 11: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I
+ Details
Name: |
us-gaap_DebtInstrumentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(2)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483466/210-20-50-3
+ Details
Name: |
us-gaap_DerivativeLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_SecuritiesFinancingTransactionAxis=DPLS_GSSpaNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=DPLS_SeptConvertibleNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=us-gaap_ConvertibleDebtMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionInterest and debt related expenses associated with nonoperating financing activities of the entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 20 -Topic 835 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483013/835-20-50-1
+ Details
Name: |
us-gaap_InterestAndDebtExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (b)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-4
+ Details
Name: |
us-gaap_LongTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.23.4
LEASES (Details - Balance sheet) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Assets |
|
|
ROU operating lease assets |
$ 1,020,585
|
$ 2,724,226
|
Liabilities |
|
|
Current portion of operating lease |
213,821
|
512,373
|
Operating lease, net of current portion |
907,124
|
2,547,524
|
Total operating lease liabilities |
$ 1,120,945
|
$ 3,059,897
|
X |
- References
+ Details
Name: |
us-gaap_AssetsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's right to use underlying asset under operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseRightOfUseAsset |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.23.4
X |
- References
+ Details
Name: |
DPLS_DisclosureLeasesAbstract |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average discount rate for operating lease calculated at point in time.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 53 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479589/842-20-55-53
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (g)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionWeighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 53 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479589/842-20-55-53
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
instant |
|
v3.23.4
LEASES (Details Narrative) - USD ($)
|
Mar. 09, 2022 |
Oct. 20, 2021 |
Aug. 31, 2021 |
May 27, 2021 |
Jan. 12, 2021 |
Leases |
|
|
|
|
|
Annual rent |
$ 81,000
|
$ 200,000
|
$ 192,000
|
$ 85,000
|
$ 50,000
|
X |
- References
+ Details
Name: |
DPLS_DisclosureLeasesAbstract |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCash payments to lessor's for use of assets under operating leases.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (g) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_PaymentsForRent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.23.4
STOCKHOLDERS' EQUITY (DEFICIT) (Details) - USD ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 Months Ended |
Sep. 05, 2023 |
Jul. 10, 2023 |
Jul. 03, 2023 |
Jun. 26, 2023 |
Apr. 28, 2023 |
Apr. 11, 2023 |
Mar. 30, 2023 |
Mar. 16, 2023 |
Mar. 01, 2023 |
Feb. 17, 2023 |
Feb. 03, 2023 |
Jan. 24, 2023 |
Jan. 17, 2023 |
Jan. 12, 2023 |
Sep. 30, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
915,549,929
|
Total proceeds, net of discounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,363,246
|
Net Proceeds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,067,764
|
Equity Financing Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares sold |
100,000,000
|
28,593,750
|
51,442,308
|
44,583,334
|
91,796,875
|
67,462,162
|
65,465,384
|
93,165,852
|
83,113,044
|
75,447,571
|
61,173,706
|
77,733,861
|
11,441,647
|
64,130,435
|
|
Total proceeds, net of discounts |
$ 100,000
|
$ 91,500
|
$ 274,058
|
$ 214,000
|
$ 235,000
|
$ 203,553
|
$ 166,903
|
$ 254,232
|
$ 324,000
|
$ 300,000
|
$ 300,000
|
$ 400,000
|
$ 100,000
|
$ 400,000
|
|
Effective price per share |
$ 0.001000
|
$ 0.003200
|
$ 0.004200
|
$ 0.004800
|
$ 0.002560
|
$ 0.003017
|
$ 0.002549
|
$ 0.002729
|
$ 0.003898
|
$ 0.003976
|
$ 0.004904
|
$ 0.005146
|
$ 0.008740
|
$ 0.006237
|
|
Net Proceeds |
$ 100,000
|
$ 85,094
|
$ 257,020
|
$ 141,020
|
$ 208,550
|
$ 188,280
|
$ 154,195
|
$ 235,410
|
$ 300,295
|
$ 277,975
|
$ 277,975
|
$ 370,975
|
$ 100,000
|
$ 370,975
|
|
X |
- References
+ Details
Name: |
DPLS_ProceedFromSalesOfStockNetOfDiscounts |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 808 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479402/808-10-50-1
+ Details
Name: |
us-gaap_CollaborativeArrangementsAndNoncollaborativeArrangementTransactionsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOrSaleOfEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=DPLS_EquityFinancingAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
STOCKHOLDERS' EQUITY (DEFICIT) (Details Narrative) - USD ($)
|
1 Months Ended |
|
|
Jan. 31, 2023 |
Sep. 30, 2023 |
Dec. 31, 2022 |
Class of Stock [Line Items] |
|
|
|
Preferred stock, shares issued |
|
88,335
|
88,335
|
Preferred stock, shares outstanding |
|
88,335
|
88,335
|
Common stock, shares authorized |
|
20,000,000,000
|
20,000,000,000
|
Common stock par value |
|
$ 0.0001
|
$ 0.0001
|
Common stock, shares issued |
|
7,639,945,289
|
6,427,395,360
|
Common stock, shares outstanding |
|
7,639,845,289
|
6,427,295,360
|
Stock Issued For Settlement Of Dispute [Member] |
|
|
|
Class of Stock [Line Items] |
|
|
|
Number of shares issued other |
297,000,000
|
|
|
Number of value issued other |
$ 1,989,900
|
|
|
Share price |
|
$ 0.0067
|
|
Preferred Stock [Member] |
|
|
|
Class of Stock [Line Items] |
|
|
|
Preferred stock, shares authorized |
|
2,000,000
|
2,000,000
|
Preferred stock, par value |
|
$ 0.01
|
$ 0.01
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 272 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483014/272-10-45-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 272 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482987/272-10-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
+ Details
Name: |
us-gaap_ClassOfStockLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of stock issued attributable to transactions classified as other.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of shares of stock issued attributable to transactions classified as other.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_TransactionTypeAxis=DPLS_StockIssuedForSettlementOfDisputeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_PreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.4
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
|
|
|
|
9 Months Ended |
12 Months Ended |
Mar. 09, 2023 |
Feb. 07, 2023 |
Oct. 12, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Purchase price |
|
|
|
$ 1,500,000
|
|
$ 1,500,000
|
Aggregate principal amount |
$ 167,894
|
$ 167,894
|
|
|
|
|
Due from related party |
|
|
|
948,362
|
|
318,025
|
Purchase Agreement [Member] |
|
|
|
|
|
|
Purchase price |
|
|
$ 1,500,000
|
|
|
|
Purchase Agreement [Member] | Common Class B [Member] |
|
|
|
|
|
|
Stock purchased, shares |
|
|
2,623,120
|
|
|
|
Purchase Agreement [Member] | Private Placement Warrants [Member] |
|
|
|
|
|
|
Warrants purchased, shares |
|
|
4,298,496
|
|
|
|
Remote Intelligence [Member] |
|
|
|
|
|
|
Loans Payable |
|
|
|
226,247
|
|
226,247
|
Wildlife Specialists [Member] |
|
|
|
|
|
|
Loans Payable |
|
|
|
135,500
|
|
135,500
|
S P A C [Member] |
|
|
|
|
|
|
Loans Payable |
|
|
|
1,612,565
|
|
$ 1,049,248
|
Optilan [Member] |
|
|
|
|
|
|
Noninterest expense directors fees |
|
|
|
$ 120,000
|
$ 0
|
|
X |
- References
+ Details
Name: |
DPLS_NonConvertiblePromissoryNote |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_StockPurchasedShares |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
DPLS_WarrantsPurchasedShares |
Namespace Prefix: |
DPLS_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_LoansPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionNoninterest expense related to directors' fees which are fees paid by an Entity to its directors. Directors' fees may be paid in addition to salary and other benefits.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.14) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NoninterestExpenseDirectorsFees |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the purchase of all investments (debt, security, other) during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_TransactionTypeAxis=DPLS_PurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassBMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=DPLS_PrivatePlacementWarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_CounterpartyNameAxis=DPLS_RemoteIntelligenceMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_CounterpartyNameAxis=DPLS_WildlifeSpecialistsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_CounterpartyNameAxis=DPLS_SPACMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=DPLS_OptilanMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
DarkPulse (PK) (USOTC:DPLS)
Historical Stock Chart
From Jul 2024 to Aug 2024
DarkPulse (PK) (USOTC:DPLS)
Historical Stock Chart
From Aug 2023 to Aug 2024