DarkPulse, Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 of our Annual Report on Form 10-K for the year ended December 31, 2021. 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 financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. We continually evaluate the accounting policies and estimates used to prepare the financial statements. We base our estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Business Overview DarkPulse, Inc., a Delaware corporation (the “ Company ” or “ DarkPulse ”), is a technology 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 dark-pulse technology (the “ DarkPulse 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, Iraq, Libya, Egypt, Brazil, 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. 26 Our Operating Units The Company’s operating units consist of, Optilan, a company headquartered in Coventry, United Kingdom whose focus is in 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 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. Recent Events Financings On November 9, 2021, we entered an Equity Financing Agreement (the “ Equity Financing Agreement ”) and Registration Rights Agreement (the “ GHS 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 24 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 GHS Registration Rights Agreement 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. Pursuant to the Equity Financing Agreement, on January 12, 2022, we and GHS agreed that the Company 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. Pursuant to the Equity Financing Agreement, on January 21, 2022, we and GHS agreed that the Company 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. Pursuant to the Equity Financing Agreement, on February 7, 2022, we and GHS agreed that the Company 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. On February 21, 2022, we sold 75,798,921 shares of our Common Stock at $0.032982 per share 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 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 for total consideration of $400,000. 27 Pursuant to the Equity Financing Agreement, on March 23, 2022, we and GHS agreed that the Company 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. Pursuant to the Equity Financing Agreement, on April 11, 2022, we and GHS agreed that the Company 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. On May 27, we entered an Equity Financing Agreement (the “ 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. 28 Pursuant to the EFA, on June 24, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 38,391,106 shares of Common Stock for total proceeds to us, net of discounts, of $643,539, at an effective price of $0.01978 per share (the “ 1 st EFA Closing ”). We received approximately $578,160 in net proceeds from the 1 st EFA Closing after deducting the fees and other estimated offering expenses payable by us. We used the net proceeds from the 1 st EFA Closing for working capital and for general corporate purposes. Pursuant to the EFA, on July 1, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 33,525,465 shares of Common Stock for total proceeds to us, net of discounts, of $556,750, at an effective price of $0.019596 per share (the “ 2 nd EFA Closing ”). We received approximately $500,050 in net proceeds from the 2 nd EFA Closing after deducting the fees and other estimated offering expenses payable by us. We used the net proceeds from the 2 nd EFA Closing for working capital and for general corporate purposes. Pursuant to the EFA, on July 11, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 32,756,532 shares of Common Stock for total proceeds to us, net of discounts, of $556,750, at an effective price of $0.01699661 per share (the “ 3 rd EFA Closing ”). We received approximately $550,050 in net proceeds from the 3 rd EFA Closing after deducting the fees and other estimated offering expenses payable by us. We used the net proceeds from the 3 rd EFA Closing for working capital and for general corporate purposes. Pursuant to the EFA, on July 20, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 29,386,519 shares of Common Stock for total proceeds to us, net of discounts, of $556,750, at an effective price of $0.01894558 per share (the “ 4 th EFA Closing ”). We received approximately $550,050 in net proceeds from the 4 th EFA Closing after deducting the fees and other estimated offering expenses payable by us. We used the net proceeds from the 4 th EFA Closing for working capital and for general corporate purposes. Pursuant to the EFA, on July 28, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 35,884,040 shares of Common Stock for total proceeds to us, net of discounts, of $556,750, at an effective price of $0.018308 per share (the “ 5 th EFA Closing ”). We received approximately $500,050 in net proceeds from the 5 th EFA Closing after deducting the fees and other estimated offering expenses payable by us. We used the net proceeds from the 5 th EFA Closing for working capital and for general corporate purposes. Going Concern Uncertainty As shown in the accompanying financial statements, during the six months ended June 30, 2022, the Company reported a net loss of $9,569,843. As of June 30, 2022, the Company’s current liabilities exceeded its current assets by $8,585,281. As of June 30, 2022, the Company had $2,512,668 of cash. 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 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. 29 Results of Operations Revenues During previous years, the Company experienced no revenue as it developed its technology. More recently, we have experienced revenue derived from the acquisitions of our subsidiaries from the 3 rd quarter of 2021 to the present. The Company’s new revenues are 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; · provide our premium services to a higher percentage of our customers; · 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 months ended June 30, 2022, total revenues were $4,435,043 compared to $0 for the same period in 2021, an increase of $4,435,043. This increase primarily consisted of revenues of $4,061,981 from Optilan, $170,363 from Wildlife Specialists and $176,308 from TJM Electronics as well as $26,391 from the remaining subsidiaries. For the six months ended June 30, 2022, total revenues were $6,453,376 compared to $0 for the same period in 2021, an increase of $6,453,376. This increase primarily consisted of revenues of $5,918,942 from Optilan, $204,457 from Wildlife Specialists and $295,234 from TJM Electronics as well as $34,743 from the remaining subsidiaries. 30 Cost of Goods Sold and Gross Loss For the three months ended June 30, 2022, cost of goods sold were $3,965,910 compared to $0 for the same period in 2021, an increase of $3,965,910. For the six months ended June 30, 2022, cost of goods sold were $6,314,477 compared to $0 for the same period in 2021, an increase of $6,314,477. Gross profit for the three months ended June 30, 2022 was $469,133 with a gross profit margin of 10.58% compared to $0 for the same period in 2021 with no gross profit margin. Gross loss for the six months ended June 30, 2022 was $138,899 with a gross profit margin of 2.15% compared to $0 for the same period in 2021 with no gross profit margin. Operating Expenses Selling, general and administrative expenses for three months ended June 30, 2022 increased by $1,007,239, or 1,058%, to $1,102,404 from $95,165 for the three months ended June 30, 2021. The increase primarily consisted of an increase to the operations from our various acquisitions. Selling, general and administrative expenses for six months ended June 30, 2022 increased by $1,955,760, or 1,566%, to $2,080,613 from $124,853 for the six months ended June 30, 2021. The increase primarily consisted of an increase to the operations from our various acquisitions. Payroll related expenses for three months ended June 30, 2022, increased to $1,376,176 from $0 for the three months ended June 30, 2021. The increase primarily consisted of an increase to the numbers of employees inherited from our various acquisitions. Payroll related expenses for six months ended June 30, 2022, increased to $3,348,244 from $0 for the six months ended June 30, 2021. The increase primarily consisted of an increase to the numbers of employees inherited from our various acquisitions. Professional fees for the three months ended June 30, 2022, increased by $1,333,980 to $1,480,599 from $146,619 for the three months ended June 30, 2021. This increase primarily consisted of increased legal expenditures associated with the increase in litigation. Professional fees for the six months ended June 30, 2022, increased by $2,797,730 to $3,018,702 from $220,972 for the six months ended June 30, 2021. This increase primarily consisted of increased legal expenditures associated with the increase in litigation. Depreciation and amortization for three months ended June 30, 2022, decreased by $5,352 to $7,405 from $12,757 for the three months ended June 30, 2021. This decrease is primarily due to the change in the exchange rate used to calculate the depreciable assets we acquired from new acquisitions in other countries. Depreciation and amortization for six months ended June 30, 2022, increased by $210,505 to $236,019 from $25,514 for the six months ended June 30, 2021. This increase is primarily due to the increase in depreciable assets we acquired from new acquisitions. Other Income (Expense) For the three months ended June 30, 2022, we had other expense of $688,121 compared to other income of $178,134 for the same period in 2021, an increase in expense of $866,255. This increase in other income primarily consisted of changes of $501,431 of restructuring costs, $316,391 decrease in the fair value of the Company’s derivative instruments, $227,887 of loss on foreign currency exchange rate variance, and a decrease in interest expense of $318,069 due to changes in borrowings associated with acquisitions. For the six months ended June 30, 2022, we had other expense of $1,025,164 compared to other income of $285,808 for the same period in 2021, an increase in expense of $1,310,972. This increase in other income primarily consisted of changes of $501,431 of restructuring costs, $160,340 decrease in the fair value of the Company’s derivative instruments, $208,033 of loss on foreign currency exchange rate variance, an increase in interest expense of $132,272 due to changes in borrowings associated with acquisitions. 31 Net Loss As a result of the above, we reported a net loss of $4,185,572 and $185,607 for the three months ended June 30, 2022 and 2021, respectively. As a result of the above, we reported a net loss of $9,569,843 and $237,481 for the six months ended June 30, 2022 and 2021, respectively. Liquidity and Capital Resources We require working capital to fund the continued development and commercialization of our proprietary fiber optic sensing devices, and for operating expenses. During the three months ended June 30, 2022, we had $12,415,875 in new cash proceeds compared to the three months ended June 30, 2021, when we had $1,102,700 in new cash proceeds. As of June 30, 2022, we had cash of $2,512,668, compared to $148,562 as of June 30, 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 June 30, 2022, our current liabilities exceeded our current assets by $8,585,281. 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, For the remaining 12 month period ending June 30, 2023, we project that our subsidiaries will begin to operate with their own operating activities and reduce their dependency on the financing activities of DarkPulse. For additional information, see "Risk Factors—Financial Risks" in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2021. Cash Flows From Operating Activities During the six months ended June 30, 2022, net cash used by operating activities was $12,565,057, resulting from our net loss of $9,569,843 and an increase in expenses related to our convertible notes payables, including increase in inventory of $805,960 and operating lease liabilities of $315,285. These increases were offset by a decrease in derivative liability of $167,156, decrease in accounts payable and accrued expenses of $3,120,422 and an increase from restructuring costs of $465,681, decrease in accounts receivable of $550,803, increase in unbilled revenue of $218,371 and increase in contract liability of $1,264,350. By comparison, during the six months ended June 30, 2021, net cash used by operating activities was $712,611, resulting from our net loss of $237,481 partially offset by non-cash expenses totaling $361,545 and decreases in accounts payable and accrued liabilities of $113,585. Cash Flows From Investing Activities During the six months ended June 30, 2022, we had net cash used in investing activities of $503,409. During the six months ended June 30, 2021, net cash used by investing activities was $91,864. Cash Flows From Financing Activities During the six months ended June 30, 2022, net cash provided by financing activities was $12,415,875 which was comprised of proceeds from the sale of common stock from offering of $12,415,875. During the six months ended June 30, 2021, net cash used by financing activities was $952,700, which was comprised of proceeds from issuance of convertible notes payable of $1,102,700 less repayment of notes payable of $150,000. 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. 32 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 We have provided a discussion of recent accounting pronouncements in Note 1 to the Condensed Financial Statements. Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.