Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | DATA443 RISK MITIGATION, INC. |
Entity Central Index Key | 0001068689 |
Entity Primary SIC Number | 7372 |
Entity Tax Identification Number | 86-0914051 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 101 J Morris Commons Lane |
Entity Address, Address Line Two | Suite 105 |
Entity Address, City or Town | Morrisville |
Entity Address, State or Province | NC |
Entity Address, Postal Zip Code | 27560 |
City Area Code | (919) |
Local Phone Number | 858-6542 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash | $ 1,377,579 | $ 58,783 | $ 18,673 |
Accounts receivable | 101,581 | 136,503 | 63,556 |
Inventory | 8,301 | ||
Prepaid expense and other current assets | 10,638 | 807 | |
Total current assets | 1,489,798 | 195,286 | 91,337 |
Property and equipment, net | 354,422 | 324,349 | 100,127 |
Operating lease right-of-use assets, net | 193,524 | 248,237 | 395,388 |
Intellectual property, net of accumulated amortization | 1,586,341 | 2,310,907 | 3,141,938 |
Deposits | 31,440 | 31,440 | 20,944 |
Total Assets | 3,655,525 | 3,110,219 | 3,749,734 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 204,916 | 401,014 | 408,195 |
Deferred revenue | 1,134,535 | 1,478,430 | 728,749 |
Interest payable | 119,203 | 62,212 | 59,979 |
Notes payable | 1,225,672 | 585,310 | 165,120 |
Convertible notes payable, net of unamortized discount | 586,663 | 1,241,412 | 3,212,786 |
Derivative liability | 39,993 | 2,601,277 | |
Due to a related party | 389,229 | 561,230 | 1,103,314 |
License fee payable | 1,094,691 | 1,094,691 | |
Operating lease liability | 109,193 | 100,170 | 86,372 |
Finance lease liability | 80,989 | 90,565 | 34,425 |
Total Current Liabilities | 3,890,393 | 5,615,034 | 9,494,908 |
Commitments and Contingencies | |||
Series B Preferred Stock, 80,000 shares designated; $0.001 par value; Stated value $10.00 5,300 and 0 shares issued and outstanding, net of discount, respectively | 233,881 | 50,203 | |
Notes payable - non-current | 1,817,520 | 572,495 | |
Convertible notes payable, net of unamortized discount – non-current | 17,315 | 2,356 | |
Deferred revenues - non-current | 510,825 | 39,733 | 224,797 |
Operating lease liability - non-current | 154,565 | 237,961 | 373,000 |
Finance lease liability - non-current | 25,784 | 83,109 | 53,480 |
Total Liabilities | 6,650,283 | 6,600,891 | 10,146,185 |
Stockholders’ Deficit | |||
Preferred stock value | 150 | 150 | |
Common stock: 1,000,000,000 authorized; $0.001 par value 522,045 and 4,851 shares issued and outstanding, respectively | 830 | 522 | 5 |
Additional paid in capital | 37,234,387 | 32,027,240 | 15,214,458 |
Accumulated deficit | (40,230,125) | (35,518,584) | (21,610,915) |
Total Stockholders’ Deficit | (2,994,758) | (3,490,672) | (6,396,451) |
Total Liabilities and Stockholders’ Deficit | $ 3,655,525 | 3,110,219 | 3,749,734 |
Series A Preferred Stock [Member] | |||
Stockholders’ Deficit | |||
Preferred stock value | $ 150 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary equity, shares authorized | 80,000 | 80,000 | 80,000 |
Temporary equity, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 10 | $ 10 | $ 10 |
Temporary equity, shares issued | 28,175 | 5,300 | 0 |
Temporary equity, shares outstanding | 28,175 | 5,300 | 0 |
Preferred stock, shares authorized | 337,500 | 337,500 | 337,500 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 829,518 | 522,006 | 4,851 |
Common Stock, Shares, Outstanding | 829,518 | 522,006 | 4,851 |
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 150,000 | 150,000 | 150,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 150,000 | 150,000 | 1,334 |
Preferred stock, shares outstanding | 150,000 | 150,000 | 1,334 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Revenue | $ 1,495,059 | $ 700,275 | $ 3,095,279 | $ 1,644,087 | $ 2,474,627 | $ 1,453,413 |
Cost of revenue | 148,721 | 108,363 | 412,545 | 161,749 | 303,515 | 117,106 |
Gross profit | 1,346,338 | 591,912 | 2,682,734 | 1,482,338 | 2,171,112 | 1,336,307 |
Operating expenses | ||||||
General and administrative | 1,061,178 | 858,205 | 3,806,139 | 3,949,635 | 5,830,703 | 4,796,652 |
Sales and marketing | 89,175 | 3,010 | 233,819 | 151,221 | 240,894 | 469,529 |
Research and development | 4,205 | |||||
Total operating expenses | 1,150,353 | 861,215 | 4,039,958 | 4,100,856 | 6,071,597 | 5,270,386 |
Net loss from operations | 195,985 | (269,303) | (1,357,224) | (2,618,518) | (3,900,485) | (3,934,079) |
Other income (expense) | ||||||
Interest expense | (1,101,910) | (618,934) | (2,679,198) | (1,691,099) | (2,517,947) | (1,761,823) |
Loss on impairment of intangible asset | (1,328,638) | |||||
Gain on contingent liability | 450,000 | |||||
Loss on settlement and extinguishment of debt | (191,833) | (227,501) | (245,833) | (82,337) | (1,271,329) | |
Change in fair value of derivative liability | (68,199) | (420,070) | (431,853) | (9,698,885) | (7,406,416) | 7,238,498 |
Total other income (expense) | (1,170,109) | (1,230,837) | (3,338,552) | (11,635,817) | (10,006,700) | 3,326,708 |
Loss before income taxes | (974,124) | (1,500,140) | (4,695,776) | (14,254,335) | (13,907,185) | (607,371) |
Provision for income taxes | ||||||
Net loss | (974,124) | (1,500,140) | (4,695,776) | (14,254,335) | (13,907,185) | (607,371) |
Dividend on Series B Preferred Stock | (6,324) | (15,765) | (484) | |||
Net loss attributable to common stockholders | $ (980,448) | $ (1,500,140) | $ (4,711,541) | $ (14,254,335) | $ (13,907,669) | $ (607,371) |
Basic and diluted loss per Common Share | $ (1.25) | $ (7.77) | $ (6.63) | $ (182.64) | $ (82.92) | $ (132.07) |
Basic and diluted weighted average number of common shares outstanding | 779,813 | 193,007 | 708,058 | 78,048 | 167,715 | 4,599 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, value at Dec. 31, 2018 | $ 1 | $ 3 | $ 8,696,166 | $ (21,003,544) | $ (12,307,374) |
Balance, shares at Dec. 31, 2018 | 1,334 | 3,409 | |||
Issuance of common stock | $ 1 | 499,999 | 500,000 | ||
Issuance of common stock, shares | 279 | ||||
Common stock issued to settle debt | $ 1 | 3,204,999 | 3,205,000 | ||
Common stock issued to settle debt, shares | 1,000 | ||||
Stock issuable for asset purchase | 1,350,000 | 1,350,000 | |||
Stock issuable for asset purchase, shares | |||||
Issuance of restricted stock | |||||
Issuance of restricted stock, shares | 118 | ||||
Stock subscriptions | 440,000 | 440,000 | |||
Share exchange with related party for Data443 additional share issuable | 70,000 | 70,000 | |||
Cancellation of share due to settlement of lawsuit | $ (1) | 1 | |||
Cancellation of share due to settlement of lawsuit, shares | (1,000) | ||||
Settlement of stock subscriptions | |||||
Settlement of stock subscriptions, shares | 168 | ||||
Warrants on stock subscriptions | 83,334 | 83,334 | |||
Stock-based compensation | 869,960 | 869,960 | |||
Stock-based compensation, shares | |||||
Adjustment of reverse stock split | $ 1 | (1) | |||
Adjustment of reverse stock split, shares | 877 | ||||
Net loss | (607,371) | (607,371) | |||
Balance, value at Dec. 31, 2019 | $ 1 | $ 5 | 15,214,458 | (21,610,915) | (6,396,451) |
Balance, shares at Dec. 31, 2019 | 1,334 | 4,846 | |||
Issuance of restricted stock | |||||
Preferred stock issued for service | $ 5 | 158,639 | 158,644 | ||
Preferred stock issued for service , shares | 4,666 | ||||
Common stock issued for conversion of debt | $ 278 | 12,511,847 | 12,512,125 | ||
Common stock issued for conversion of debt, shares | 278,294 | ||||
Common stock issued in conjunction with convertible note | |||||
Common stock issued for exercised cashless warrant | $ 13 | (13) | |||
Common stock issued for exercised cashless warrant, shares | 12,650 | ||||
Warrant issued in conjunction with debts | |||||
Resolution of derivative liability upon exercise of warrant | 300,387 | 300,387 | |||
Stock issued for acquisition | $ 1 | (1) | |||
Stock issued for acquisition , shares | 1,232 | ||||
Settlement of stock subscriptions | $ 144 | $ 1 | (145) | ||
Settlement of stock subscriptions, shares | 144,000 | 748 | |||
Warrants on stock subscriptions | |||||
Stock-based compensation | $ 6 | 473,930 | 473,936 | ||
Stock-based compensation, shares | 6,218 | ||||
Net loss | (14,254,335) | (14,254,335) | |||
Balance, value at Sep. 30, 2020 | $ 150 | $ 304 | 28,659,102 | (35,865,250) | (7,205,694) |
Balance, shares at Sep. 30, 2020 | 150,000 | 303,988 | |||
Balance, value at Dec. 31, 2019 | $ 1 | $ 5 | 15,214,458 | (21,610,915) | (6,396,451) |
Balance, shares at Dec. 31, 2019 | 1,334 | 4,846 | |||
Issuance of common stock, shares | 5,968 | ||||
Common stock issued for asset purchase | $ 70 | 179,930 | 180,000 | ||
Common stock issued for asset purchase, shares | 70,388 | ||||
Beneficial conversion feature | 517,500 | 517,500 | |||
Preferred stock issued for service - related party | $ 5 | 158,639 | 158,644 | ||
Preferred stock issued for service - related party, shares | 4,666 | ||||
Preferred stock issued for service , shares | 14,357 | ||||
Common stock issued for conversion of debt | $ 406 | 14,359,040 | 14,359,446 | ||
Common stock issued for conversion of debt, shares | 406,475 | ||||
Common stock issued for exercised cashless warrant | $ 19 | (19) | |||
Common stock issued for exercised cashless warrant, shares | 19,006 | ||||
Resolution of derivative liability upon exercise of warrant | 406,856 | 406,856 | |||
Settlement of stock subscriptions | $ 144 | $ 1 | (145) | ||
Settlement of stock subscriptions, shares | 144,000 | 750 | |||
Stock-based compensation | $ 21 | 1,190,981 | 1,191,002 | ||
Stock-based compensation, shares | 20,575 | ||||
Net loss | (13,907,669) | (13,907,669) | |||
Balance, value at Dec. 31, 2020 | $ 150 | $ 522 | 32,027,240 | (35,518,584) | (3,490,672) |
Balance, shares at Dec. 31, 2020 | 150,000 | 522,006 | |||
Balance, value at Jun. 30, 2020 | $ 1 | $ 80 | 20,242,548 | (34,365,110) | (14,122,481) |
Balance, shares at Jun. 30, 2020 | 1,334 | 80,054 | |||
Preferred stock issued for service | $ 5 | 158,639 | 158,644 | ||
Preferred stock issued for service , shares | 4,666 | ||||
Common stock issued for conversion of debt | $ 211 | 8,182,755 | 8,182,966 | ||
Common stock issued for conversion of debt, shares | 211,284 | ||||
Common stock issued for exercised cashless warrant | $ 13 | (13) | |||
Common stock issued for exercised cashless warrant, shares | 12,650 | ||||
Resolution of derivative liability upon exercise of warrant | 300,387 | 300,387 | |||
Settlement of stock subscriptions | $ 144 | (144) | |||
Settlement of stock subscriptions, shares | 144,000 | ||||
Stock-based compensation | (225,070) | (225,070) | |||
Net loss | (1,500,140) | (1,500,140) | |||
Balance, value at Sep. 30, 2020 | $ 150 | $ 304 | 28,659,102 | (35,865,250) | (7,205,694) |
Balance, shares at Sep. 30, 2020 | 150,000 | 303,988 | |||
Balance, value at Dec. 31, 2020 | $ 150 | $ 522 | 32,027,240 | (35,518,584) | (3,490,672) |
Balance, shares at Dec. 31, 2020 | 150,000 | 522,006 | |||
Issuance of common stock | $ 83 | 846,718 | 846,801 | ||
Issuance of common stock, shares | 83,336 | ||||
Common stock issued for conversion of preferred stock | $ 72 | 624,914 | 624,986 | ||
Common stock issued for conversion of preferred stock, shares | 71,678 | ||||
Common stock issued for conversion of debt | $ 116 | 1,601,405 | 1,601,521 | ||
Common stock issued for conversion of debt, shares | 115,860 | ||||
Common stock issued in conjunction with convertible note | $ 11 | 133,652 | 133,663 | ||
Common stock issued in conjunction with convertible note, shares | 11,298 | ||||
Common stock issued for exercised cashless warrant | $ 9 | (9) | |||
Common stock issued for exercised cashless warrant, shares | 8,923 | ||||
Warrant issued in conjunction with debts | 1,075,660 | 1,075,660 | |||
Resolution of derivative liability upon exercise of warrant | 139,067 | 139,067 | |||
Settlement of stock subscriptions | |||||
Stock-based compensation | $ 10 | 785,747 | 785,757 | ||
Stock-based compensation, shares | 9,793 | ||||
Adjustment of reverse stock split | $ 7 | (7) | |||
Adjustment of reverse stock split, shares | 6,624 | 6,624 | |||
Net loss | (4,711,541) | $ (4,711,541) | |||
Balance, value at Sep. 30, 2021 | $ 150 | $ 830 | 37,234,387 | (40,230,125) | (2,994,758) |
Balance, shares at Sep. 30, 2021 | 150,000 | 829,518 | |||
Balance, value at Jun. 30, 2021 | $ 150 | $ 743 | 35,618,250 | (39,249,677) | (3,630,534) |
Balance, shares at Jun. 30, 2021 | 150,000 | 743,246 | |||
Common stock issued for conversion of preferred stock | $ 57 | 312,006 | 312,063 | ||
Common stock issued for conversion of preferred stock, shares | 57,145 | ||||
Common stock issued for conversion of debt | $ 14 | 78,249 | 78,263 | ||
Common stock issued for conversion of debt, shares | 14,112 | ||||
Common stock issued in conjunction with convertible note | $ 8 | 44,917 | 44,925 | ||
Common stock issued in conjunction with convertible note, shares | 8,435 | ||||
Warrant issued in conjunction with debts | 1,075,660 | 1,075,660 | |||
Stock-based compensation | $ 1 | 105,312 | 105,313 | ||
Stock-based compensation, shares | 625 | ||||
Adjustment of reverse stock split | $ 7 | (7) | |||
Adjustment of reverse stock split, shares | 5,955 | ||||
Net loss | (980,448) | (980,448) | |||
Balance, value at Sep. 30, 2021 | $ 150 | $ 830 | $ 37,234,387 | $ (40,230,125) | $ (2,994,758) |
Balance, shares at Sep. 30, 2021 | 150,000 | 829,518 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (4,695,776) | $ (14,254,335) | $ (13,907,185) | $ (607,371) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of derivative liability | 431,853 | 9,698,885 | 7,406,416 | (7,238,498) |
Loss on impairment of asset | 1,328,638 | |||
Gain on contingent liability | (450,000) | |||
Loss on settlement and extinguishment of debt | 82,337 | 1,206,329 | ||
Loss on settlement of debt | 227,501 | 245,833 | 82,337 | 1,271,329 |
Stock-based compensation expense | 785,757 | 632,580 | 1,349,646 | 869,960 |
Depreciation and amortization | 832,824 | 1,222,485 | 1,487,305 | 1,498,137 |
Amortization of debt discount | 2,356,631 | 1,309,125 | 2,110,645 | 1,460,309 |
Bad debt | 50,800 | 50,800 | 103,020 | |
Lease liability amortization | (19,660) | 16,564 | 25,910 | 63,984 |
Penalty interest | 65,838 | 25,000 | 25,000 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 34,922 | (64,221) | (123,747) | (596,873) |
Inventory | 8,301 | (8,301) | ||
Prepaid expenses and other assets | (10,638) | 86 | 807 | (20,251) |
Accounts payable and accrued liabilities | (193,302) | (305,423) | (161,104) | 310,995 |
Deferred revenue | 127,197 | 515,247 | 564,617 | 924,595 |
Payroll liability | 82,227 | 73,923 | 28,870 | |
Accrued interest | 130,442 | 251,786 | 258,830 | 248,256 |
Due to related parties | 137,264 | |||
Accrued dividend | (15,765) | |||
Accrued consulting expense | (87,500) | |||
Deposit | (10,496) | (10,496) | ||
Net Cash used in Operating Activities | 57,824 | (583,857) | (758,479) | (828,437) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of intellectual property | (190,000) | (315,000) | (269,309) | |
Purchase of property and equipment | (138,331) | (95,425) | (146,400) | (10,629) |
Net Cash used in Investing Activities | (138,331) | (285,425) | (461,400) | (279,938) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of convertible notes payable | 642,000 | 1,352,250 | 1,502,250 | 676,000 |
Proceeds from issuance of common stock | 846,801 | 940,000 | ||
Proceeds from issuance of series B Preferred Stock | 390,000 | 50,000 | ||
Finance lease payments | (66,901) | (52,326) | (73,327) | (20,284) |
Proceeds from issuance of notes payable | 3,712,775 | 1,168,664 | 2,147,996 | 215,120 |
Repayment of notes payable | (3,953,371) | (685,295) | (1,689,846) | (650,000) |
Proceeds from related parties | 365,873 | 241,942 | 299,173 | 12,900 |
Repayment to related parties | (537,874) | (691,911) | (976,257) | (371,623) |
Net Cash provided by Financing Activities | 1,399,303 | 1,333,324 | 1,259,989 | 802,113 |
Net change in cash | 1,318,796 | 464,042 | 40,110 | (306,262) |
Cash, beginning of year | 58,783 | 18,673 | 18,673 | 324,935 |
Cash, end of year | 1,377,579 | 482,715 | 58,783 | 18,673 |
Supplemental cash flow information | ||||
Cash paid for interest | 134,157 | 65,063 | 83,347 | 26,161 |
Cash paid for taxes | ||||
Non-cash Investing and Financing transactions: | ||||
Settlement of stock subscriptions | 1,640 | 1,640 | ||
Intangible assets acquired through issuance of accounts receivable | 410,000 | |||
Intangible assets acquired through license fee payable | 1,445,000 | |||
Common stock issued for purchase of intangibles | 2,466 | 180,000 | 1,350,000 | |
Common stock issued for exercised cashless warrant | 9 | 25,300 | 38,012 | |
Settlement of accrued interest through issuance of convertible notes payable | ||||
Settlement of series B preferred stock through issuance of common stock | 624,986 | |||
Settlement of convertible notes payable through issuance of common stock | 1,601,521 | 2,963,994 | 3,811,434 | 75,000 |
Common stock issued in conjunction with convertible note | 133,663 | |||
Warrant issued in conjunction with debts | 1,075,660 | |||
Resolution of derivative liability upon exercise of warrant | 139,067 | 300,389 | 406,856 | |
Resolution of derivative liability upon conversion of debt | 9,548,131 | 10,548,012 | 3,130,000 | |
Beneficial conversion feature | 517,500 | |||
Equipment paid by capital lease | 159,096 | 159,096 | 108,189 | |
Increase in ROU asset and operating lease liability | 469,016 | |||
Derivative liability recognized as debt discount | 340,000 | 792,175 | 947,175 | 606,000 |
Cancellation of common stock | 2,000 | |||
Issuance of restricted stock | 237 | |||
Settlement of convertible notes payable through issuance of preferred common stock | 65,600 | |||
Accounts payable for purchase of intellectual property | 80,000 | 80,000 | ||
Issuance of convertible notes for repayment of due to related party | 150,000 | 150,000 | ||
Reclassification of APIC and Derivative | 83,334 | |||
Settlement of stock subscriptions | 336 | |||
Note payable issued for settlement of License fee payable | 1,404,000 | |||
Net loss | $ (4,711,541) | $ (14,254,335) | $ (13,907,669) | $ (607,371) |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1: GENERAL Description of Business Data443 Risk Mitigation, Inc. (the “Company”) was incorporated as a Nevada corporation on May 4, 1998. On October 15, 2019, the Company changed its name from LandStar, Inc. to Data443 Risk Mitigation, Inc. within the State of Nevada. We are in the data security and privacy business, operating as a software and services provider. We provide software products, services, and solutions for the marketplace that are designed to protect, manage, analyze, alert, and secure enterprise data via the cloud, hybrid, and on-premises architectures. Our suite of security products focus on the protection of: sensitive files and emails; confidential customer, patient, and employee data; financial records; strategic and product plans; intellectual property; and any other data requiring security, allowing our clients to create, share, and protect their data wherever it is stored. We deliver solutions and capabilities via all technical architectures, and in formats designed for each client. Licensing and subscription models are available to conform to customer purchasing requirements. Our solutions are driven by several proprietary technologies and methodologies that we have developed or acquired, giving us our primary competitive advantage. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of September 30, 2021 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company, and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. Prior to the acquisition of Data 443 Risk Mitigation, Inc. in North Carolina and the assets of Myriad Software Productions, LLC in 2018, these two entities were controlled by our sole director and officer, Jason Remillard. On November 17, 2017, Mr. Remillard acquired control of LandStar, Inc. through his purchase of all the outstanding Series A preferred shares of the Company, and as a result, these two entities became common controlled entities that require consolidation of results with the reporting company, LandStar, Inc., from the time common control occurred. All intercompany accounts and activities have been eliminated. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2021. The results of operations for the nine months ended September 30, 2021, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $ 785,757 in share-based compensation expense for the nine months ended September 30, 2021, compared to $ 473,936 in share-based compensation expense for the nine months ended September 30, 2020. Determining the appropriate fair value model and the related assumptions requires judgment. During the nine months ended September 30, 2021, the fair value of each option grant was estimated using a Black-Scholes option-pricing model. The expected volatility represents the historical volatility of the Company’s publicly traded common stock. Due to limited historical data, the Company calculates the expected life based on the mid-point between the vesting date and the contractual term which is in accordance with the simplified method. The expected term for options granted to nonemployees is the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. Basic and Diluted Net Loss Per Common Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the nine months ended September 30, 2021 and 2020, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE Nine Months Ended September 30, 2021 2020 (Shares) (Shares) Series A Preferred Stock 150,000,000 150,000,000 Stock options 12,471 5,664 Warrants 254,134 165,252 Convertible notes - 10,289 Preferred B stock 18,535 - Total 150,285,150 150,181,205 DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 COVID-19 In March 2020, the World Health Organization (“WHO”) declared the novel coronavirus COVID-19 (“COVID-19”) a global pandemic. The pandemic adversely affected workforces, economies, and financial markets globally in 2020 and, until contained, is still expected to disrupt general business operations. The COVID-19 pandemic and the measures taken by many governments around the world in response could in the future meaningfully impact our business, results of operations and financial condition. The Company is currently unable to predict the duration of that impact but continues to monitor its accounting estimates of the carrying value of certain assets and liabilities relating to its leases and will continue to do so as additional information is obtained or new events occur. Actual results could differ from our estimates and judgments, and any such differences may be material to our financial statements. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. On June 16, 2016, the FASB completed its Financial Instruments—Credit Losses project by issuing Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The new guidance requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The new guidance; (i) eliminates the probable initial recognition threshold in current GAAP and, instead, reflects an organization’s current estimate of all expected credit losses over the contractual term of its financial assets, (ii) broadens the information that an entity can consider when measuring credit losses to include forward-looking information, (iii) increases usefulness of the financial statements by requiring timely inclusion of forecasted information in forming expectations of credit losses, (iv) increases comparability of purchased financial assets with credit deterioration (PCD assets) with other purchased assets that do not have credit deterioration as well as originated assets because credit losses that are expected will be recorded through an allowance for credit losses for all assets, (v) increases users’ understanding of underwriting standards and credit quality trends by requiring additional information about credit quality indicators by year of origination (vintage), and (vi) aligns the income statement recognition of credit losses, for available-for-sale debt securities, with the reporting period in which changes occur by recording credit losses (and subsequent changes in credit losses) through an allowance rather than a write down. The new guidance affects organizations that hold financial assets and net investments in leases that are not accounted for at fair value with changes in fair value reported in net income. It affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public business entities that meet the definition of a U.S. Securities and Exchange (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
LIQUIDITY AND GOING CONCERN | NOTE 2: LIQUIDITY AND GOING CONCERN The accompanying consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has only recently started to generate significant income. The Company is subject to the risks and uncertainties associated with a business with a limited history of substantive revenue, as well as limitations on its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future. During 2018, the Company made two product acquisitions, ClassiDocs®, and ARALOC®, and completed the acquisition of one entity, Data443 Risk Mitigation, Inc. (“ Data443 ™ We continue to monitor the effects COVID-19 could have on our operations and liquidity including our ability to collect account receivable timely from our customers due to the economic impacts COVID-19 could have on the general economy. COVID-19 has also impacted our ability to travel, meet distribution partners in their offices, present at tradeshows, and perform other enterprise-related sales functions. While most customers have returned to their pre-pandemic “normal” office working conditions, a number have yet to do so. These continued operating conditions have impacted our ability to execute and deploy some of our normal sales and marketing activities. While we are not unique in this position, these factors, among others, raise some doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 | NOTE 3: LIQUIDITY AND GOING CONCERN The accompanying consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant income to date. The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future. During 2018, the Company made two product acquisitions, ClassiDocs™, and ARALOC ™ Data443 ™ 110,000 490,000 114,500 We continue to monitor the effects COVID-19 could have on our operations and liquidity including our ability to collect account receivable timely from our customers due to the economic impacts COVID-19 could have on the general economy. COVID-19 has also impacted our ability to travel, meet distribution partners in their offices, present at tradeshows, and perform other enterprise-related sales functions. Many customers have still yet to return to their pre-pandemic “normal” office working conditions. These continued operating conditions have impacted our ability to execute and deploy some of our normal sales and marketing activities. While we are not unique in this position, these factors, among others, raise some doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 3: PROPERTY AND EQUIPMENT The following table summarizes the components of the Company’s property and equipment as of the dates presented: SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT September 30, December 31, 2021 2020 Furniture and Fixtures $ 2,991 $ 2,991 Computer Equipment 559,654 421,323 562,645 424,314 Accumulated depreciation (208,223 ) (99,965 ) Property and equipment, net of accumulated depreciation $ 354,422 $ 324,349 Depreciation expense for the nine months ended September 30, 2021 and 2020, was $ 108,258 and $ 54,226 , respectively. During the nine months years ended September 30, 2021 and 2020, the Company purchased property and equipment of $ 138,331 and $ 95,425 , respectively. | NOTE 4: PROPERTY AND EQUIPMENT The following table summarizes the components of the Company’s property and equipment as of the dates presented: SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT December 31, December 31, 2020 2019 Furniture and Fixtures $ 2,991 $ 2,991 Computer Equipment 421,323 115,827 Property and equipment, gross 424,314 118,818 Accumulated depreciation (99,965 ) (18,691 ) Property and equipment, net of accumulated depreciation $ 324,349 $ 100,127 Depreciation expense for the years ended December 31, 2020 and 2019, was $ 81,274 18,691 During the years ended December 31, 2020 and 2019, the Company acquired property and equipment of $ 305,496 10,629 |
INTELLECTUAL PROPERTY
INTELLECTUAL PROPERTY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTELLECTUAL PROPERTY | NOTE 4: INTELLECTUAL PROPERTY The following table summarizes the components of the Company’s intellectual property as of the dates presented: SCHEDULE OF INTELLECTUAL PROPERTY September 30, December 31, 2021 2020 Intellectual property: Word press GDPR rights $ 46,800 $ 46,800 ARALOC™ 1,850,000 1,850,000 ArcMail License 1,445,000 1,445,000 DataExpress TM 1,388,051 1,388,051 FileFacets TM 135,000 135,000 IntellyWP™ 135,000 135,000 Resilient Network Systems 305,000 305,000 5,304,851 5,304,851 Accumulated amortization (3,718,510 ) (2,993,944 ) Intellectual property, net of accumulated amortization $ 1,586,341 $ 2,310,907 The Company recognized amortization expense of $ 724,566 and $ 1,168,259 for the nine months ended September 30, 2021, and 2020, respectively. Based on the carrying value of definite-lived intangible assets as of September 30, 2021, we estimate our amortization expense for the next five years will be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Amortization Year Ended December 31, Expense 2021 (excluding the nine months ended September 30, 2021) $ 241,522 2022 860,484 2023 441,585 2024 27,000 Thereafter 15,750 Thereafter 15,750 Intellectual property, net of accumulated amortization 1,586,341 DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 | NOTE 5: INTELLECTUAL PROPERTY On February 7, 2019, the Company entered into an Exclusive License and Management Agreement (the “ License Agreement ArcMail Under the License Agreement, the Company was granted the exclusive right and license to receive all benefits from the marketing, selling and licensing, of the ArcMail business products, including, without limitation, the good will of the business. The term of the License Agreement is twenty-seven ( 27 200,000 25,000 30,000 765,000 1,094,691 1,404,000 1,094,691 On September 16, 2019, the Company entered into an Asset Purchase Agreement (the “APA”) with DMBGroup, LLC (“DMB”) to acquire certain assets collectively known as DataExpress ™ 2.8 410,000 940,000 41,661 24 6 98,000 60,813 1,350,000 During the year ended December 31, 2020 and 2019, the Company recorded impairment loss of $ 0 1,328,638 2,716,689 2,490,298 1,161,660 1,328,638 On August 13, 2020, the Company entered into an Asset Purchase Agreement to acquire certain assets collectively known as FileFacets ™ 135,000 On September 21, 2020, the Company entered into an Asset Purchase Agreement with the owners of a business known as IntellyWP™, to acquire the intellectual property rights and certain assets collectively known as IntellyWP™, an Italy-based developer that produces WordPress plug-ins that enhance the overall user experience for webmaster and end users. The total purchase price of $ 135,000 55,000 40,000 40,000 25,000 On October 8, 2020, the Company entered into an Asset Purchase Agreement with Resilient Network Systems, Inc. (“ RNS 305,000 125,000 9,575 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 The following table summarizes the components of the Company’s intellectual property as of the dates presented: SCHEDULE OF INTELLECTUAL PROPERTY December 31, December 31, 2020 2019 Intellectual property: Word press GDPR rights $ 46,800 $ 46,800 ARALOC™ 1,850,000 1,850,000 ArcMail License 1,445,000 1,445,000 DataExpress TM 1,388,051 1,388,051 FileFacets TM 135,000 - IntellyWP™ 135,000 - Resilient Network Systems 305,000 - Intellectual property 5,304,851 4,729,851 Accumulated amortization (2,993,944 ) (1,587,913 ) Intellectual property, net of accumulated amortization $ 2,310,907 $ 3,141,938 The Company recognized amortization expense of approximately $ 1,406,031 1,479,446 Based on the carrying value of definite-lived intangible assets as of December 31, 2020, we estimate our amortization expense for the next five years will be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Amortization Year Ended December 31, Expense 2021 $ 966,088 2022 860,484 2023 441,584 2024 27,000 Thereafter 15,750 Total 2,310,907 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 5: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented: SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, December 31, 2021 2020 Accounts payable $ 101,808 $ 178,319 Payroll liabilities 81,440 102,793 Credit cards 15,050 31,918 Accrued dividend - preferred stock 6,618 484 Accrued liabilities - 87,500 Credit cards and accrued liabilities 222,695 Accounts payable and accrued liabilities $ 204,916 $ 401,014 | NOTE 6: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented: SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, December 31, 2020 2019 Accounts payable $ 178,319 $ 339,882 Credit cards and accrued liabilities 222,695 68,313 Accounts payable and accrued liabilities $ 401,014 $ 408,195 |
DEFERRED REVENUE
DEFERRED REVENUE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
DEFERRED REVENUE | NOTE 6: DEFERRED REVENUE For the nine months ended September 30, 2021 and as of December 31 2020, changes in deferred revenue were as follows: SUMMARY OF CHANGES IN DEFERRED REVENUE September 30, December 31, 2021 2020 Balance, beginning of period $ 1,518,163 $ 953,546 Deferral of revenue 2,153,640 2,961,749 Recognition of deferred revenue (2,026,443 ) (2,397,132 ) Balance, end of period $ 1,645,360 $ 1,518,163 As of September 30, 2021 and December 31, 2020, is classified as follows: SCHEDULE OF DEFERRED REVENUE September 30, December 31, 2021 2020 Current $ 1,134,535 $ 1,478,430 Non-current 510,825 39,733 Deferred revenue $ 1,645,360 $ 1,518,163 | NOTE 7: DEFERRED REVENUE Changes in deferred revenue were as follows: SUMMARY OF DEFERRED REVENUE December 31, December 31, 2020 2019 Balance, beginning of period $ 953,546 $ 28,951 Deferral of revenue 2,961,749 2,418,820 Recognition of deferred revenue (2,397,132 ) (1,494,225 ) Balance, end of period $ 1,518,163 $ 953,546 Current $ 1,478,430 $ 728,749 Non-current 39,733 224,797 $ 1,518,163 $ 953,546 |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
LEASES | NOTE 7: LEASES Operating lease We have a noncancelable operating lease for our office facility that expires in 2024. The operating lease has renewal options and rent escalation clauses. We recognized total lease expense of approximately $ 83,339 and $ 76,564 for the nine months ended September 30, 2021 and 2020, respectively, primarily related to operating lease costs paid to lessors from operating cash flows. As of September 30, 2021 and December 31, 2020, the Company recorded security deposit of $ 10,000 . We entered into our operating lease in January 2019. On July 1, 2020, the Company renegotiated the office lease to obtain rent expense relief for the months of April 2020 – December 2020. DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at September 30, 2021 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Total Year Ended December 31, 2021 (excluding the nine months ended September 30, 2021) $ 30,900 2022 127,300 2023 131,150 Thereafter - Thereafter - Total lease payment 289,350 Less: Imputed interest (25,592 ) Operating lease liabilities 263,758 Operating lease liability – current 109,193 Operating lease liability - non-current $ 154,565 The following summarizes other supplemental information about the Company’s operating lease as of September 30, 2021: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 8 % Weighted average remaining lease term (years) 2.29 Finance lease The Company leases computer and hardware under non-cancellable capital lease arrangements. The term of those capital leases is 3 years and annual interest rate is 12% . At September 30, 2021 and December 31, 2020, capital lease obligations included in current liabilities were $ 80,989 and $ 87,901 , respectively, and capital lease obligations included in long-term liabilities were $ 25,784 and $ 106,744 , respectively. As of September 30, 2021 and December 31, 2020, the Company recorded security deposit of $ 10,944 . At September 30, 2021, future minimum lease payments under the finance lease obligations, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Total 2021 (excluding the nine months ended September 30, 2021) $ 26,633 2022 78,379 2023 10,496 Thereafter - Thereafter - Total finance lease payment 115,508 Less: Imputed interest (8,735 ) Finance lease liabilities 106,773 Finance lease liability 80,989 Finance lease liability - non-current $ 25,784 As of September 30, 2021 and December 31 2020, finance lease assets are included in property and equipment as follows: SCHEDULE OF FINANCE LEASE ASSETS September 30, December 31, 2021 2020 Finance lease assets $ 267,284 $ 267,284 Accumulated depreciation (126,486 ) (87,337 ) Finance lease assets, net of accumulated depreciation $ 140,798 $ 179,947 DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 | NOTE 8: LEASES Operating lease We have noncancelable operating leases for our office facility that expire in 2024 Lease right-of-use assets represent the right to use an underlying asset pursuant to the lease for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Lease right-of-use assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our estimated incremental borrowing rate generally applicable to the location of the lease right-of-use asset, unless an implicit rate is readily determinable. We combine lease and certain non-lease components in determining the lease payments subject to the initial present value calculation. Lease right-of-use assets include upfront lease payments and exclude lease incentives, if applicable. When lease terms include an option to extend the lease, we have not assumed the options will be exercised. Lease expense for operating leases generally consist of both fixed and variable components. Expense related to fixed lease payments are recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred, where applicable, and include agreed-upon changes in rent, certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We recognized total lease expense of approximately $ 100,910 111,484 10,000 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2020 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Total Year Ended December 31, 2021 $ 123,600 2022 127,300 2023 131,150 Thereafter - Total lease payment 382,050 Less: Imputed interest (43,919 ) Operating lease liabilities 338,131 Operating lease liability – current 100,170 Operating lease liability - non-current $ 237,961 The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2020: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 8 % Weighted average remaining lease term (years) 3.04 Finance lease The Company leases computer and hardware under non-cancellable capital lease arrangements. The term of those capital leases is 3 12 90,565 34,425 83,109 53,480 10,944 At December 31, 2020, future minimum lease payments under the finance lease obligations, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Total 2021 $ 106,532 2022 78,379 2023 10,496 Thereafter - Total finance lease payment 195,407 Less: Imputed interest (21,733 ) Finance lease liabilities 173,674 Finance lease liability – current 90,565 Finance lease liability - non-current $ 83,109 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 As of December 31, 2020 and December 31, 2019, finance lease assets are included in property and equipment as follows: SCHEDULE OF FINANCE LEASE ASSETS December 31, December 31, 2020 2019 Finance lease assets $ 267,284 $ 109,280 Accumulated depreciation (87,337 ) (17,672 ) Finance lease assets, net of accumulated depreciation $ 179,947 $ 91,608 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | NOTE 8: CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, December 31, 2021 2020 Convertible Notes - Issued in fiscal year 2020 100,000 1,526,000 Convertible Notes - Issued in fiscal year 2021 738,563 - 838,563 1,526,000 Less debt discount and debt issuance cost (234,585 ) (282,232 ) 603,978 1,243,768 Less current portion of convertible notes payable (586,663 ) (1,241,412 ) Long-term convertible notes payable $ 17,315 $ 2,356 During the nine months ended September 30, 2021 and 2020, the Company recognized interest expense of $ 90,421 and $ 249,907 , respectively, and amortization of debt discount, included in interest expense of $ 379,890 and $ 1,126,906 , respectively. Conversion During the nine months ended September 30, 2021, the Company converted notes with principal amounts and accrued interest of $ 1,370,150 into 115,859 shares of common stock. The corresponding derivative liability at the date of conversion of $ 231,371 was credited to additional paid in capital. Convertible notes payable consists of the following: Promissory Notes - Issued in fiscal year 2020 During the twelve months ended December 31, 2020, the Company issued a total of $ 2,466,500 of notes with the following terms: ● Terms ranging from 5 months to 60 months. ● Annual interest rates of 0% - 25% . ● Convertible at the option of the holders at issuance date, after maturity date or 6 months after issuance date. ● Conversion prices are typically based on the discounted (25% to 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price ranging from $0.001 to $0.007. Certain note has a fixed conversion price of $0.5 for a first 5 months Certain note allows the principal amount will increase by $15,000 and the discount rate of conversion price will decrease by 18% if the conversion price is less than $$0.01. Promissory Notes - Issued during first nine months of fiscal year 2021 During the nine months ended September 30, 2021, the Company issued convertible notes of $ 697,000 for cash proceeds of $ 642,000 after deducting financing fee of $ 55,000 with the following terms; ● Terms ranging from 90 days to 12 months. ● Annual interest rates of 5% to 22% . ● Convertible at the option of the holders after varying dates. ● Conversion prices are typically based on the discounted (39% discount) average closing prices or lowest trading prices of the Company’s shares during 20 periods prior to conversion. Certain note has a fixed conversion price $3.50. ● 11,298 shares of common stock valued at $ 133,663 issued in conjunction with convertible notes. DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 | NOTE 9: CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, December 31, 2020 2019 Convertible Notes - originated in September 2018 $ - $ 1,700,000 Convertible Notes - originated in October 2018 - 444,150 Convertible Notes - originated in October 2018 - 608,850 Convertible Notes - originated in April 2019 - 600,000 Convertible Notes - originated in June 2019 - 63,000 Convertible Notes - originated in November 2019 - 38,000 Convertible Notes - originated in December 2019 - 38,000 Convertible Notes - Issued in fiscal year 2020 1,526,000 - 1,526,000 3,492,000 Less debt discount and debt issuance cost (282,232 ) (279,214 ) 1,243,768 3,212,786 Less current portion of convertible notes payable 1,243,768 3,212,786 Long-term convertible notes payable $ - $ - During the years ended December 31, 2020 and 2019, the Company recognized interest expense of $ 274,857 246,914 1,576,907 1,460,309 Replacement of note During the twelve months ended December 31, 2020, the Company assigned a portion of note with outstanding principal amounts of $ 150,000 135,000 81,000 135,000 54,000 Effective September 30, 2020, the Company exchanged (i) its convertible promissory note originally issued on March 20, 2020 in the amount of $ 125,000 (referred to herein as the Granite Note); and, (ii) the Common Stock Purchase Warrant dated 18 March 2020 for the issuance of one hundred twenty-five 125 ) shares of Company Common Stock (the “Granite Warrant”) for the issuance of a new convertible promissory note issued in favor of Blue Citi LLC in the amount of $ 325,000 (the “Exchange Note”). Both the Granite Note and the Granite Warrant were cancelled as a result of the exchange and the issuance of the Exchange Note. Terms of the Exchange Note include, without limitation, the following: a. Principal balance of $ 325,000 b. No further interest shall accrue so long as there is no event of default; Principal balance of $325,000, which includes all accrued and unpaid interest on the Granite Note; No further interest shall accrue so long as there is no event of default c. Conversions into common stock under the Exchange Note shall be effected at the lowest closing stock price during the five (5) days preceding any conversion, with -0- discount and a conversion price not below $ 14 d. No prepayment premiums or penalties; and e. Maturity date of September 30, 2021 (the Exchange Note was converted in full in February 2021) . DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 Effective November 17, 2020, the Company entered into a Settlement and Release Agreement (the “Settlement Agreement”) with an existing lender to, among things, settle all dispute regarding a convertible promissory note, and exchanged that note for a newly issued note. The disputed note, referred to herein as the “Smea2z Note”, was originally issued on October 23, 2018 in favor of Smea2z LLC in the original principal amount of Two Hundred Twenty Thousand Dollars ($ 220,000 608,850 400,000 a. No further interest shall accrue so long as there is no event of default; b. Maturity date remains the same: 30 June 2021 (the Exchange Note was converted in full in February 2021) ; c. No right to prepay; d. Conversion price is fixed at $ 7.00 e. Typical events of default for such a note, as well as a default in the event the closing price for the Company’s common stock is less than $7.00 f. Leak out provision: 1. One conversion per week, for no more than forty million shares; 2. If the trading volume for the Company’s common stock exceeds twenty five thousand twenty thousand forty thousand Effective November 18, 2020, the Company entered into an agreement with three existing investors in the Company (the “Warrant Holders”), each of which was the holder of warrants issued the Company. The total number of warrants (collectively, the “Exchanged Warrants”) held by the Warrant Holders totaled 309 100,000 0.01 Conversion During the year ended December 31, 2020, the Company converted notes with principal amounts and accrued interest of $ 3,811,434 406,475 10,548,012 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 Convertible notes payable consists of the following: Promissory Notes - Issued in fiscal year 2018 On December 31, 2019, the Company entered into an Amendment and Forbearance Agreement with note holders of the 2018 notes. Under this agreement, note holders agreed to forbear from enforcing its rights under the note with regard to certain possible events of default, and further agreed to amend the note as follows: ● Terms ranging from 4 15 ● Annual interest rates: 12 ● Convertible at the option of the holders at earlier of (i) January 12, 2020 or April 15, 2020 or (ii) any event of default under the note. ● The conversion price shall be equal to 60% of the lesser of the lowest trading price of the Company’s common stock for (i) the 20 days immediately preceding December 31, 2019 or (ii) the 20 days immediately preceding the date of conversion. As a result of an amendment and forbearance agreement, the Company recognized the settlement of original debt and recorded loss on settlement of debt of $ 1,206,329 As of December 31, 2020, there were no Promissory Notes - Issued in fiscal year 2019 During the year ended December 31, 2019, the Company issued a total of $ 739,000 ● Terms: 12 months. ● Annual interest rates of 10 12 ● Convertible at the option of the holders at 4 months or 180 days after issuance date. ● Conversion prices are typically based on the discounted (39% to 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. ● Certain note allows the principal amount will increase by $ 15,000 and the discount rate of conversion price will decrease by 10 % if the conversion price is less than $ 10.00 . The notes include original issue discounts and financing costs totaling to $ 63,000 676,000 As of December 31, 2020, there were no Promissory Notes - Issued in fiscal year 2020 During the twelve months ended December 31, 2020, the Company issued a total of $ 2,466,500 ● Terms ranging from 5 60 ● Annual interest rates of 0 25 ● Convertible at the option of the holders at issuance date, after maturity date or 6 months after issuance date. ● Conversion prices are typically based on the discounted (25% to 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price ranging from $2.00 to $14.00. $1,000.00 the months. $20.00. The Company determined that the conversion features accordance Derivatives The Company valued the conversion feature using the Binomial pricing model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the twelve months ended December 31, 2020 amounted to $ 10,854,214 947,175 9,907,039 As of December 31, 2020, $ 1,526,000 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
DERIVATIVE LIABILITIES | NOTE 9: DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement during the year based on management’s estimate of the expected future cash flows required to settle the liabilities, and used the Binomial pricing model to calculate the fair value as of September 30, 2021. As of the nine month period ended September 30, 2021, there were no derivative liabilities. The Binomial model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Binomial valuation model. For the nine months ended September 30, 2021 and 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows: The Company valued the conversion feature using the Binomial pricing model. The fair value of the derivative liability for all the notes and convertible preferred stock that became convertible, including the notes and convertible preferred stock issued in prior years, during the nine months ended September 30, 2021 amounted to $ 727,767 , and $ 340,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes, while the balance of $ 384,767 was recognized as a “day 1” derivative loss. For the nine months September 30, 2021 and year ended December 31, 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows: SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Nine months Ended Year Ended September 30, December 31, 2021 2020 Expected term 0.48 - 1.94 years 0.02 - 5.00 years Expected average volatility 160 %- 302 % 187 %- 464 % Expected dividend yield - - Risk-free interest rate 0.04 % - 0.16 % 0.01 % - 1.57 % The following table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2021 and 2020: SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2020 $ - Addition of new derivatives recognized as debt discounts 340,000 Addition of new derivatives recognized as day-one loss 384,767 Derivative liabilities settled upon conversion of convertible note (731,860 ) Reclassification to common stock payable (39,993 ) Change in derivative liabilities recognized as loss on derivative 47,086 Derivative liability as of September 30, 2021 $ - The aggregate loss on derivatives during the nine months ended September 30, 2021 and 2020 was $ 431,853 and $ 9,698,885 , respectively. DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 | NOTE 10: DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement during the year based on management’s estimate of the expected future cash flows required to settle the liabilities, and used the Binomial pricing model to calculate the fair value as of December 31, 2020. As of the end of year, at December 31, 2020 there were no derivative liabilities. The Binomial model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Binomial valuation model. DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 For the years ended December 31, 2020 and, 2019, the estimated fair values of the liabilities measured on a recurring basis are as follows: SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Year Ended Year Ended December 31, December 31, 2020 2019 Expected term 0.02 5.00 0.25 5.00 Expected average volatility 187 464 % 160 305 % Expected dividend yield - - Risk-free interest rate 0.01 1.57 % 1.55 2.50 % The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2020 and 2019: SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2018 $ 12,447,109 Addition of new derivatives recognized as debt discounts 606,000 Addition of new derivatives recognized as day-one loss 1,544,785 Derivative liabilities settled upon conversion of convertible note (3,130,000 ) Reclassification from APIC to derivative due to tainted instruments 167,544 Reclassification to APIC from derivative due to not tainted instruments (250,878 ) Change in derivative liabilities recognized as loss on derivative (8,783,283 ) Derivative liability as of December 31, 2019 $ 2,601,277 Derivative liability as of December 31, 2019 $ 2,601,277 Addition of new derivatives recognized as debt discounts 947,175 Addition of new derivatives recognized as day-one loss 9,907,039 Derivative liabilities settled upon conversion of convertible note (10,954,868 ) Change in derivative liabilities recognized as loss on derivative (2,500,623 ) Derivative liability as of December 31, 2020 $ - The aggregate gain (loss) on derivatives during the years ended December 31, 2020 and 2019 was ( $7,406,416 ) 7,238,498 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Notes Payable | ||
NOTES PAYABLE | NOTE 10: NOTES PAYABLE Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE September 30, December 31, 2021 2020 Maturity Interest Rate 10% Promissory note - originated in October 2019 $ 25,060 $ 25,060 Due on demand 10.0 % Promissory note - originated in October 2019 25,060 25,060 Due on demand 10.0 % Promissory note - originated in April 2020 10,000 10,000 Due on demand No interest Paycheck Protection Program Promissory note - originated in April 2020 (1) 339,000 339,000 2 years 1.0 % Economic Injury Disaster Loan - originated in May 2020 (2,4) 500,000 150,000 30 years 3.75 % Promissory note - originated in June 2020 - 43,356 $ 3,942 .86 daily payment 16.0 % Promissory note - originated in September 2020 58,025 80,730 $ 2,873 .89 monthly payment for 36 months 14.0 % Promissory note - originated in October 2020 - 158,169 $ 2,293 .31 daily payment 25.0 % Promissory note - originated in November 2020 - 170,886 $ 4,497 .00 daily payment 25.0 % Promissory note - originated in November 2020 - 394,846 $ 6,999 .00 daily payment 25.0 % Promissory note - originated in December 2020 37,287 50,030 $ 1,854 .41 monthly payment for 36 months 8.0 % Promissory note - originated in February 2021 (3) 1,344,000 - 5 years 4.0 % Promissory note - originated in January 2021 55,168 - $ 2,675 .89 monthly payment for 36 months 18.0 % Promissory note - originated in April 2021 832,000 - 1 year 12 % Promissory note - originated in April 2021 132,559 - $ 8,284 .92 daily payment 24 % Promissory note - originated in July 2021 282,000 - 1 year 12 % Promissory note - originated in August 2021 301,106 - $ 4,842 .5 daily payment 49 % Promissory note - originated in September 2021 58,554 - $ 1,383 .56 monthly payment for 60 months 28 % 3,999,819 1,447,137 Less debt discount and debt issuance cost (956,627 ) (289,332 ) 3,043,192 1,157,805 Less current portion of promissory notes payable 1,225,672 585,310 Long-term promissory notes payable $ 1,817,520 $ 572,494 DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (1) In response to the Coronavirus (COVID-19) pandemic, the US Government passed the Coronavirus Aid, Relief, and Economic Security (CARES) Act on March 27, 2020. The CARES Act provides fast and direct economic assistance for entrepreneurs and small businesses through the US Small Business Administration (“SBA”). During the period, the Company received a loan issued under the CARES Act program - Paycheck Protection Program (“PPP”). This loan program provides small businesses with funds to pay up to 8 weeks of payroll costs including benefits. Funds can also be used to pay interest on mortgages, rent, and utilities. Under the PPP, the Company has applied to have certain amounts forgiven under the direction of the Administrator of the SBA as the Company believes it has satisfied certain criteria. Repayment of the PPP loan will commence earlier of when the SBA remits the forgiveness amount to the lender or the Maturity Date. (2) The Company received an advance under the Economic Injury Disaster Loan (EIDL) program. As the Company received an EIDL advance and a PPP loan, the EIDL advance portion will be applied against the PPP forgiveness amount as repayment to the SBA upon approval of the Company’s PPP forgiveness application. (3) On February 12, 2021, the Company issued notes payable of $ 1,404,000 to settle license fee payable of $ 1,094,691 . As a result, the Company recorded loss on settlement of debt of $ 309,309 . (4) The Company received a second advance under the EIDL program. During the nine months ended September 30, 2021 and 2020, the Company recognized interest expense of $ 202,657 and $ 22,775 , and amortization of debt discount, included in interest expense of $ 1,721,983 and $ 182,219 , respectively. | NOTE 11: NOTES PAYABLE Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE December 31, December 31, 2020 2019 Maturity Interest Rate 10% Promissory note - originated in October 2019 $ 25,060 $ 25,060 Due on demand 10.0 % Promissory note - originated in October 2019 25,060 25,060 Due on demand 10.0 % Promissory note - originated in November 2019 - 115,000 Due on August 19, 2020 10.0 % Promissory note - originated in April 2020 10,000 - Due on demand No Paycheck Protection Program Promissory note - originated in April 2020 (1) 339,000 - 2 years 1.0 % Economic Injury Disaster Loan - originated in May 2020 (2) 150,000 - 30 years 3.75 % Promissory note - originated in June 2020 43,356 - $ 3,942 16.0 % Promissory note - originated in September 2020 80,730 - $ 2,873 36 months 14.0 % Promissory note - originated in October 2020 158,169 - $ 2,293 25.0 % Promissory note - originated in November 2020 170,886 - $ 4,497 25.0 % Promissory note - originated in November 2020 394,846 - $ 6,999 25.0 % Promissory note - originated in December 2020 50,030 - $ 1,854 36 months 8.0 % 1,447,137 165,120 Less debt discount and debt issuance cost (289,332 ) - 1,157,805 165,120 Less current portion of promissory notes payable 585,310 - Long-term promissory notes payable $ 572,495 $ 165,120 (1) In response to the Coronavirus (COVID-19) pandemic, the US Government passed the Coronavirus Aid, Relief, and Economic Security (CARES) Act on March 27, 2020. The CARES Act provides fast and direct economic assistance for entrepreneurs and small businesses through the US Small Business Administration (“SBA”). During the period, the Company received a loan issued under the CARES Act program - Paycheck Protection Program (“PPP”). This loan program provides small businesses with funds to pay up to 8 weeks of payroll costs including benefits. Funds can also be used to pay interest on mortgages, rent, and utilities. Under the PPP, the Company may apply to have certain amounts forgiven under the direction of the Administrator of the SBA providing that the Company satisfies certain criteria. Repayment of the PPP loan will commence earlier of when the SBA remits the forgiveness amount to the lender or the Maturity Date. (2) The Company received an advance under the Economic Injury Disaster Loan (EIDL) program. As the Company received an EIDL advance and a PPP loan, the EIDL advance portion will be applied against the PPP forgiveness amount as repayment to the SBA upon approval of the PPP forgiveness application. During the year ended December 31, 2020, the Company recognized interest expense of $ 34,331 534,535 During the years ended December 31, 2020 and 2019, the Company issued a total of $ 4,375,864 215,120 823,868 0 1,689,845 650,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11: COMMITMENTS AND CONTINGENCIES The Company accounts for contingent liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies DMB Note Collection Action DMB Group, LLC (“ DMB Subsidiary Complaint 940,000 (the “ DMB Note DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 Employment Related Claims The Company views most legal proceedings involving claims of former employees as routine litigation incidental to the business, and therefore not material. The Company is currently involved in two such matters with former employees. One matter involves three former employees, and that matter has been resolved and settled. The other matter involves one former employee who is seeking additional compensation. In response, the Company believes that the former employee was terminated “for cause” and is owed no further consideration or compensation. The Company intends to vigorously dispute the claim. Litigation In the ordinary course of business, we are involved in a number of lawsuits incidental to our business, including litigation related to intellectual property, employees, and commercial matters. Although it is difficult to predict the ultimate outcome of these cases, management believes that any ultimate liability would not have a material adverse effect on our consolidated financial condition or results of operations. However, an unforeseen unfavorable development in any of these cases could have a material adverse effect on our consolidated financial condition, results of operations, or cash flows in the period in which it is recorded. |
CAPITAL STOCK AND REVERSE STOCK
CAPITAL STOCK AND REVERSE STOCK SPLIT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
CAPITAL STOCK AND REVERSE STOCK SPLIT | NOTE 12: CAPITAL STOCK AND REVERSE STOCK SPLIT Changes in Authorized Shares On February 19, 2021 the written consent of the holders of a majority of the voting power of the outstanding capital stock of the Company as of the Record Date (the “Consenting Stockholders”) approved the following corporate actions: (1) Amendment of our articles of incorporation (the “Articles of Incorporation”) to provide for a decrease in the authorized shares of the Company’s Common Stock from 1,800,000,000 to a number of not less than 10,000,000 and not more than 1,000,000,000 (the “Authorized Common Stock Reduction”), at any time prior to the one year anniversary of the filing of the Definitive Information Statement on Schedule 14C with respect to the actions envisioned under Preliminary Information Statement in Schedule 14C filed with the SEC on February 23 2021 (the “Definitive Information Statement”), with the Board of Directors of the Company (the “Board”) having the discretion to determine whether or not the Authorized Common Stock Reduction is to be effected, and if effected, the exact number of the Authorized Common Stock Reduction within the above range. (2) That the Board be authorized to implement through the amendment to our Articles of Incorporation a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-2,000 , (the “Reverse Split”), at any time prior to the one year anniversary of the filing of the Definitive Information Statement, with the Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range. On April 21, 2021, the Company increased the number of authorized shares of common stock from 1.8 billion to 3.8 billion in order to satisfy the share reserve requirement under a financing closed on April 23, 2021. On June 10, 2021, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “ Certificate of Amendment 1,000,000,000 ); and, (ii) effect a reverse stock split (the “ Reverse Stock Split common stock in a ratio of 1-for-2,000. The preferred stock of the Company was not changed. The 1-for-2,000 Reverse Stock split was processed by FINRA and became effective at the start of trading on July 1, 2021. As a result of the Reverse Stock Split, every 2,000 shares of the Company’s issued and outstanding common stock, par value $0.001 per share, were converted into one (1) share of common stock, par value $0.001 per share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by 2,000 will have the number of post-Reverse Stock Split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. No stockholders will receive cash in lieu of fractional shares. All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively adjusted to reflect the reverse stock split DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 Preferred Stock Series A Preferred Stock As of September 30, 2021 and December 31, 2020, 150,000 shares of Series A were issued and outstanding. Each share of Series A was (i) convertible into 1,000 shares of common stock, and (ii) entitled to vote 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. All issued and outstanding shares of Series A Preferred Stock are held by Mr. Jason Remillard, President and CEO of the Company. Series B Preferred Stock As of September 30, 2021 and December 31, 2020, 28,175 and 5,300 shares of Series B were issued and outstanding, respectively. Each share of Series B (i) has a stated value of Ten Dollars ($ 10.00 ) per share; (ii) are convertible into common stock at a price per share equal to sixty one percent (61%) of the lowest price for the Company’s common stock during the twenty (20) day of trading preceding the date of the conversion; (iii) earn dividends at the rate of nine percent ( 9% ) per annum; and, (iv) generally have no voting rights. During the nine months ended September 30, 2021, the Company issued a total of 41,775 shares of Series B preferred stock as follows ● 41,375 shares for $ 390,000 , less $ 24,750 financing fees. ● 6,560 shares in exchange for convertible note and accrued interest of $ 65,600 . During the nine months ended September 30, 2021, 25,200 shares of series B preferred stock were converted into 71,678 shares of our common stock. Common Stock As of September 30, 2021, the Company is authorized to issue 1,000,000,000 shares of common stock with a par value of $ 0.001 . All shares have equal voting rights, are non-assessable, and have one vote per share. The total number of shares of Company common stock issued and outstanding as of September 30, 2021 and December 31, 2020, respectively, was 829,518 and 522,006 shares, respectively. During the nine months ended September 30, 2021, the Company issued common stock as follows: ● 115,860 shares issued for conversion of debt; ● 83,336 shares issued for cash of $ 1,000,000 , less financing cost of $ 10,000 , less an additional financing discount of $ 143,199 ; ● ● 9,793 shares issued for service; 8,923 shares issued upon the cash-less exercise of warrants; ● 71,678 shares issued for conversion of Series B preferred stock; ● 11,298 shares issued as a loan fee in connection with the issuance of promissory notes; and ● 6,624 shares issued for adjustment of reverse stock split DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 Warrants During the nine months ended September 30, the Company issued the following warrants: (i) to acquire 55,467 shares of the Company’s common stock pursuant at an exercise price of $ 15.00 , with a cashless exercise option. any warrants; (ii) to acquire 55,467 shares of the Company’s common stock at an exercise price of $ 15.00 , exercisable only in the event of a default under that certain Senior Secured Promissory Note issued on 23 April 2021 in the original principal amount of $ 832,000 ; (iii) to acquire 125,334 shares of the Company’s common stock at an exercise price of $ 4.50 , exercisable only in the event of a default under that certain Senior Secured Promissory Note issued on July 27, 2021 in the original principal amount of $ 282,000 ; and, (iv) to acquire 22,333 shares of the Company’s common stock at an exercise price of $ 4.50 , exercisable only in the event of a default under that certain Convertible Promissory Note issued on September 28, 2021 in the original principal amount of $ 282,000 . A summary of activity during the nine months ended September 30, 2021 follows: SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2020 50,000 $ 20.00 Granted 213,164 7.29 Reset feature - - Exercised (9,030 ) 5.80 Forfeited/canceled - - Outstanding, September 30, 2021 254,134 $ 9.84 The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2021: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Weighted Average Remaining Weighted Number of Shares Contractual life Average Exercise Price Number of Shares Weighted Average Exercise Price 50,000 4.20 $ 20.00 - $ - 55,467 4.56 $ 15.00 - $ - 125,334 4.82 $ 4.50 - $ - 23,333 5.00 $ 4.50 - $ - | NOTE 12: CAPITAL STOCK AND REVERSE STOCK SPLIT Changes in Authorized Shares On October 14, 2019, the Company filed an amendment to its Articles of Incorporation to effect a 1-for-750 0.001 On March 5, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 250,000,000 On April 15, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 750,000,000 On August 17, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 1,500,000,000 On November 25, 2020 the Company filed a Certificate of Designation to authorize and create its Series B Preferred shares, consisting of 80,000 0.001 On December 15, 2020 the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 1,800,000,000 Preferred Stock As of December 31, 2020, the Company is authorized to issue 337,500 0.001 150,000 80,000 As of December 31, 2020, and December 31, 2019, 150,000 1,334 1,000 entitled to vote 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. 148,666 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 As of December 31, 2020, and December 31, 2019, 5,300 0 Each share of Series B (i) has a stated value of Ten Dollars ($ 10.00 9 5,300 Common Stock As of December 31, 2020, the Company is authorized to issue 1,800,000,000 0.001 All shares have equal voting rights, are non-assessable, and have one vote per share. 522,045 4,851 During the year ended December 31, 2020, the Company issued common stock as follows, ● 406,475 ● 60,813 shares issued for the settlement of stock payable of acquisition DataExpress™ ● 750 ● 5,968 3,000 ● 250 ● 19,006 ● 9,575 shares issued for asset purchase ● 14,357 Warrants The Company identified conversion features embedded within warrants issued during the period ended December 31, 2020. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments upon conversion. During the year ended December 31, 2020, 165 five years 1,000 125 As a result of the reset features, the warrants increased by 183,353 184,455 10.2 During the year ended December 31, 2020, the Company entered into an agreement with three existing investors in the Company (the “Holders”), each of which was the holder of warrants issued the Company. The total number of warrants (collectively, the “Warrants”) held by the Holders totaled 165,125 100,000 On December 11, 2020, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Triton Funds LP, a Delaware limited partnership (“Triton”). Pursuant to the Purchase Agreement, subject to certain conditions set forth in the Purchase Agreement, Triton is obligated to purchase up to One Million Dollars ($ 1,000,000 50,000 20 10,000 A summary of activity during the period ended December 31, 2020 follows: SUMMARY OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2018 34 $ 6.00 Granted 275 3.73 Reset feature 628 1.30 Exercised - - Forfeited/canceled - - Outstanding, December 31, 2019 937 $ 982.80 Outstanding, December 31, 2019 937 $ 982.80 Granted 50,165 28.40 Reset feature 183,352 10.20 Exercised (19,329 ) 10.20 Forfeited/canceled (165,125 ) 6.40 Outstanding, December 31, 2020 50,000 $ 20.00 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2020: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Weighted Average Number of Weighted Average Shares (in years) Exercise Price Shares Exercise Price 50,000 4.95 $ 20 50,000 $ 20 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
SHARE-BASED COMPENSATION | NOTE 13: SHARE-BASED COMPENSATION Stock Options During the nine months ended September 30, 2021, the Company granted options for the purchase of the Company’s common stock to certain employees, consultants and advisors as consideration for services rendered. The terms of the stock option grants are determined by the Company’s Board of Directors. The Company’s stock options generally vest upon the one-year anniversary date of the grant and have a maximum term of ten years . The following summarizes the stock option activity for the nine months ended September 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted-Average Outstanding Exercise Price Balance as of December 31, 2020 5,875 $ 96.99 Grants 6,596 40.81 Exercised - - Cancelled - - Balance as of September 30, 2021 12,471 $ 67.28 DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2021 was $ 43.01 . The total fair value of stock options that granted during the nine months ended September 30, 2021 was approximately $ 284,000 . The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted average assumptions for stock options granted during the nine months ended September 30, 2021: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED Expected term (years) 5.74 years Expected stock price volatility 296.17 % Weighted-average risk-free interest rate 0.64 % Expected dividend $ 0.00 Volatility is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company estimates expected volatility giving primary consideration to the historical volatility of its common stock. The risk-free interest rate is based on the published yield available on U.S. Treasury issues with an equivalent term remaining equal to the expected life of the stock option. The expected lives of the stock options represent the estimated period of time until exercise or forfeiture and are based on the simplified method of using the mid-point between the vesting term and the original contractual term. The following summarizes certain information about stock options vested and expected to vest as of September 30, 2021: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Weighted-Average Number of Remaining Contractual Life Weighted- Average Options (In Years) Exercise Price Outstanding 12,471 9.08 $ 67.28 Exercisable 1,948 8.62 $ 222.66 Expected to vest 10,523 9.16 $ 38.52 As of September 30, 2021 and December 31, 2020, there was $ 333,206 and $ 211,661 , respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements which is expected to be recognized within the next year. Restricted Stock Awards During the nine months ended September 30, 2021, the Company issued restricted stock awards for shares of common stock which have been reserved for the holders of the awards. Restricted stock awards were issued to certain consultants and advisors as consideration for services rendered. The terms of the restricted stock units are determined by the Company’s Board of Directors. The Company’s restricted stock shares generally vest over a period of one year and have a maximum term of ten years. The following summarizes the restricted stock activity for the nine months ended September 30, 2021: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted-Average Shares Fair Value Balance as of December 31, 2020 7,356 93.61 Shares of restricted stock granted 4,501 51.40 Exercised - - Cancelled - - Balance as of September 30, 2021 11,857 77.59 SCHEDULE OF RESTRICTED STOCK AWARD September 30, December 31, Number of Restricted Stock Awards 2021 2020 Vested 7,046 226 Non-vested 4,811 7,130 As of September 30, 2021 and December 31, 2020, there was $ 44,122 and $ 144,964 , respectively, of total unrecognized compensation cost related to non-vested share-based compensation, which is expected to be recognized over the next year. DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 | NOTE 14: SHARE-BASED COMPENSATION Stock Options During the years ended December 31, 2020 and 2019, the Company granted options for the purchase of the Company’s common stock to certain employees, consultants and advisors as consideration for services rendered. The terms of the stock option grants one ten years The following summarizes the stock option activity for the years ended December 31, 2020 and 2019: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted-Average Balance as of December 31, 2018 83 $ 6,900 Grants of stock options 148 2,180 Cancelled stock options (43 ) 7,640 Balance as of December 31, 2019 188 $ 3,720 Balance as of December 31, 2019 188 $ 3,720 Grants 6,252 40.81 Exercised (64 ) 4,229 Cancelled (501 ) 228.09 Balance as of December 31, 2020 5,875 $ 96.99 The weighted average grant date fair value of stock options granted during the year ended December 31, 2020 and 2019 was $ 40 1,440 251,117 211,838 SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED 2020 2019 Expected term (years) 5.7 2.8 Expected stock price volatility 316.43 % 153.58 % Weighted-average risk-free interest rate 0.40 % 1.13 % Expected dividend $ 0.00 $ 0.00 Volatility is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company estimates expected volatility giving primary consideration to the historical volatility of its common stock. The risk-free interest rate is based on the published yield available on U.S. Treasury issues with an equivalent term remaining equal to the expected life of the stock option. The expected lives of the stock options represent the estimated period of time until exercise or forfeiture and are based on the simplified method of using the mid-point between the vesting term and the original contractual term. The following summarizes certain information about stock options vested and expected to vest as of December 31, 2020: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Weighted-Average Number of Remaining Contractual Life Weighted- Average Options (In Years) Exercise Price Outstanding 5,875 9.51 $ 96.99 Exercisable 328 9.07 $ 851.45 Expected to vest 5,547 9.54 $ 52.41 As of December 31, 2020 and December 31, 2019, there was $ 211,661 18,229 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 Restricted Stock Awards During the years ended December 31, 2020 and 2019, the Company issued restricted stock awards for shares of common stock which have been reserved for the holders of the awards. Restricted stock awards were issued to certain consultants and advisors as consideration for services rendered. The terms of the restricted stock units are determined by the Company’s Board of Directors. The Company’s restricted stock shares generally vest over a period of one year ten years The following summarizes the restricted stock activity for the years ended December 31, 2020 and 2019: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted-Average Shares Fair Value Balance as of December 31, 2018 63 $ 7,400 Shares of restricted stock granted 451 1,560 Exercised (131 ) 3,340 Cancelled (121 ) 1,900 Balance as of December 31, 2019 262 1,931 Balance as of December 31, 2019 262 1,931 Shares of restricted stock granted 7,131 31.64 Exercised - - Cancelled (37 ) 1,200 Balance as of December 31, 2020 7,356 93.61 SCHEDULE OF RESTRICTED STOCK AWARD December 31, December 31, Number of Restricted Stock Awards 2020 2019 Vested 226 28 Non-vested 7,130 234 As of December 31, 2020 and December 31, 2019, there was $ 144,964 147,743 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 14: RELATED PARTY TRANSACTIONS Jason Remillard is our Chief Executive Officer and director. Through his ownership of Series A Preferred Shares, Mr. Remillard has voting control over all matters to be submitted to a vote of our shareholders. On September 16, 2019, the Company entered into an Asset Purchase Agreement with DMBGroup, LLC (“ DMB Group 940,000 and member loans of $ 97,689 were recorded as amounts due to a related party. During the nine months ended September 30, 2021, the Company repaid note payable of $ 159,731 including interest expense of $ 6,915 . As of September 30, 2021 and December 31, 2020, the Company had recorded a liability to DMBGroup totaling $ 245,652 and $ 405,382 , respectively. During the nine months ended September 30, 2021, the Company borrowed $ 231,150 from our CEO, our CEO paid operating expenses of $ 134,723 on behalf of the Company and the Company repaid $ 378,143 to our CEO. As of September 30, 2021 and December 31, 2020, the Company had due to related party of $ 389,229 and $ 561,230 , respectively. | NOTE 15: RELATED PARTY TRANSACTIONS Jason Remillard is our Chief Executive Officer and sole director. Through his ownership of Series A Preferred Shares, Mr. Remillard has voting control over all matters to be submitted to a vote of our shareholders. In January 2018 the Company acquired substantially all of the assets of Myriad Software Productions, LLC, which is owned 100 1,500,000 50,000 250,000 1,200,000 800 144,000 On September 16, 2019, the Company entered into an Asset Purchase Agreement with DMBGroup, LLC, as discussed in Note 4. Amounts owed to DMBGroup, LLC including the note payable of $ 940,000 97,689 458,275 35,096 405,382 828,561 During the year ended December 31, 2020, our CEO paid operating expenses of $ 299,173 303,079 12,900 162,495 137,264 During the year ended December 31, 2020, our CEO repaid $ 135,000 81,000 54,000 54,000 During the year ended December 31, 2020 we issued to our CEO a total of 148,666 As of December 31, 2020 and December 31, 2019, the Company had due to related party of $ 561,230 1,103,314 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 15: SUBSEQUENT EVENTS Subsequent to September 30, 2021, and through the date these interim consolidated financial statements were approved for issuance, the following transactions occurred: ● ● On October 4, 2021, the Company converted 3,300 shares of its Series B Preferred Stock into 18,535 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On October 19, 2021, the Company converted $ 30,000 of a promissory note into 20,281 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On October 19, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “ Purchase Agreement Mast Hill Note 444,444.00 (the “ Principal Amount 3,650,000.00 (excluded were $ 40,000 in original issue discount; $ 28,000 as a fee paid to J.H. Darbie, a registered broker dealer; and, $ 7,000 in legal fees for Mast Hill). Timely payment under the Note is secured by the issuance of a Common Stock Purchase Warrant (the “ Second Warrant 161,616 shares of the Company’s common stock at an exercise price of $ 3.20 , exercisable only in the event of a default under the Note. Interest on the Principal Amount of the Note accrues at the rate of 12% per annum. Repayment of all amounts due under the Note shall be tendered on the 12-month anniversary of the Note, though certain amounts are due earlier upon the closing certain designated investments. The Note may be prepaid in whole at any time without prepayment penalty or premium. If the Company fails to meet its obligations under the terms of the Note, the Note shall become immediately due and payable and subject to penalties provided for in the Note. Upon an event of default under the Note, Mast Hill may also convert all amounts due thereunder into shares of the Company’s common stock at a price of $4.00 per share. The Company also granted to Mast Hill warrants to acquire 161,616 shares of the Company’s common stock pursuant to a Common Stock Purchase Warrant (the “ First Warrant 3.20 , with a cashless exercise option. The Note, the First Warrant, and the Second Warrant impose an obligation on the Company to reserve for issuance that number of shares of the Company’s common stock which is 2 times the number of shares issuable under each of the respective three documents. ● On November 8, 2021, the Company converted $ 30,000 of a promissory note into 24,287 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On November 15, 2021, the Company converted 2,000 shares of its Series B Preferred Stock into 18,033 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On November 18, 2021, the Company converted 3,375 shares of its Series B Preferred Stock into 35,912 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On December 1, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company four thousand eight hundred seventy five ( 4,875 48,750 45,000 | NOTE 16: SUBSEQUENT RETROSPECTIVE STOCK SPLIT In connection with the Company’s application to list its common stock on Nasdaq, on June 10, 2021, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “ Certificate of Amendment 1,800,000,000 1,000,000,000 Reverse Stock Split common stock in a ratio of 1-for-2,000 As a result of the Reverse Stock Split, every 2,000 shares of the Company’s issued and outstanding common stock, par value $0.001 per share, were converted into one (1) share of common stock, par value $0.001 per share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by 2,000 had the number of post-Reverse Stock Split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. All share and per share amounts (other than authorized shares) in the consolidated financial statements and related notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. NOTE 17: SUBSEQUENT EVENTS Subsequent to December 31, 2020, the following transactions occurred: ● On January 6, 2021, the Company issued 3,800 35,000 ● On January 25, 2021, pursuant to the terms and conditions of a Note Purchase Agreement, the Company issued a Convertible Promissory Note (the “Quick Capital Note”) in the aggregate principal amount of $ 114,500 100,000 (i) has a one-time interest charge of five percent ( 5 2,863 ● On January 27, 2021, the Company converted $ 45,150 6,271 ● On January 27, 2021, the Company issued 20,834 240,000 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 ● On February 2, 2021, the Company issued 10,342 ● On February 3, 2021, the Company issued 625 ● Effective February 8, 2021 the Company entered into the Blue Citi Notes Settlement Agreement with Blue Citi (the “Notes Settlement”) to, among other things, settle all disputes regarding all convertible promissory notes issued in favor of Blue Citi (the “Blue Citi Notes”). The following terms, among others, applied to each of the Blue Citi Notes: a. All accrued and unpaid interest under the Blue Citi Notes shall be nullified in full and be deemed to be zero, and no further interest of any amount shall accrue on any of the Blue Citi Notes. b. At no time shall the total ownership of shares of the Company’s common stock by Blue Citi exceed 9.99 c. The Company shall have no right to prepayment, or any other right to repay in cash, any of the Blue Citi Notes. Similarly, Blue Citi shall have no right to demand cash payment under any of the Blue Citi Notes. d. Blue Citi shall be limited in its sales of our common stock to a maximum of fifty million (50,000,000) shares each calendar week. However All accrued and unpaid interest under the Blue Citi Notes shall be nullified in full and be deemed to be zero, and no further interest of any amount shall accrue on any of the Blue Citi Notes. The Company shall have no right to prepayment, or any other right to repay in cash, any of the Blue Citi Notes. Similarly, Blue Citi shall have no right to demand cash payment under any of the Blue Citi Notes. Blue Citi shall be limited in its sales of our common stock to a maximum of fifty million (50,000,000) shares each calendar week. However With regard to each of the respective Blue Citi Notes, the Company and Blue Citi further agreed as follows: a. Convertible note in the original principal amount of Two Hundred Thousand Dollars ($ 200,000 January 8, 2020 20 10,000 b. Convertible note in the original principal amount of Twenty Five Thousand Dollars ($ 25,000 July 1, 2020 c. Convertible note in the original principal amount of One Hundred Fifty Thousand Dollars ($ 150,000 ) issued on July 1, 20 , resulting in the issuance of 7,500 shares upon conversion. d. Convertible note in the original principal amount of Two Hundred Thousand Dollars ($ 200,000 August 3, 2020 10 20,000 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 e. Convertible note in the original principal amount of Three Hundred Thousand Dollars ($ 300,000 August 24, 2020 10 30,000 f. Convertible note in the original principal amount of Three Hundred Twenty Five Thousand Dollars ($ 325,000 September 30, 2020 30 10,834 g. Convertible note in the original principal amount of Four Hundred Thousand Dollars ($ 400,000 November 17, 2020 7 17,143 ● On February 9, 2021, the Company converted $ 120,000 17,143 ● On February 10, 2021, the Company converted $ 200,000 20,000 ● On February 10, 2021, the Company issued 20,834 250,000 ● Effective February 12, 2021 Geneva Roth Remark Holdings, Inc. (“ Geneva Roth Geneva Exchange Agreement 63,000 September 10, 2021 Geneva Roth Note 6,560 ● On February 12, 2021, and effective January 31, 2021 the Company confirmed the earlier termination of each of the ArcMail Agreements. The Company has asserted numerous claims under the ArcMail Agreements. Further, Wala lost all rights to the ArcMail Assets through a foreclosure action brought by certain secured creditors of Wala (the “ Wala Creditors ● On February 12, 2021 the Company closed its acquisition of the ArcMail Assets from the Wala Creditors pursuant to the terms and conditions of an Asset Sale Agreement executed by and between the Company and the Wala Creditors. The effective date of the Asset Sale Agreement and the acquisition was deemed to be January 31, 2021. Total purchase price (the “ Purchase Price 1,404,000 Notes 4 ● On February 19, 2021, the Company converted $ 200,000 10,000 ● On February 19, 2021, the Company converted $ 150,000 7,500 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 ● On February 19, 2021, the Company issued 7,800 75,000 ● On February 19, 2021, the Company converted $ 100,000 10,000 ● On February 23, 2021, the Company filed with the SEC its Schedule 14C, Preliminary Information Statement, providing notice that the Board of Directors and the holders of a majority of our shares entitled to vote had approved and authorized the following actions: (1) Amendment of our articles of incorporation (the “ Articles of Incorporation 1,800,000,000 10,000,000 1,000,000,000 Authorized Common Stock Reduction Definitive Information Statement Board (2) That the Board be authorized to implement through the amendment to our Articles of Incorporation a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-2,000 Reverse Split ● On February 24, 2021, the Company converted $ 200,000 20,000 ● On February 25, 2021, the Company converted $ 325,000 10,834 ● On March 5, 2021, the Company issued 27,685 332,209 ● On March 15, 2021, the Company converted 4,500 3,841 ● On March 16, 2021, the Company converted 2,060 1,758 ● On March 24, 2021, the Company issued 5,300 50,000 ● On March 30, 2021, the Company issued 13,983 115,144 ● On April 22, 2021, the Company issued 8,923 ● On April 23, 2021, the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “ Purchase Agreement Auctus Note 832,000.00 Principal Amount 750,000.00 Security Agreement Second Warrant 55,467 15.00 12 55,467 First Warrant $15.00 ● On April 28, 2021, the Company issued 625 ● On May 13, 2021, the Company issued 5,375 50,000 ● On May 21, 2021, the Company issued 10,306 ● On June 1, 2021, the Company converted 5,300 8,934 ● On June 10, 2021, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Certificate of Amendment”) which served to (i) reduce the number of authorized shares of common stock to one billion ( 1,000,000,000 common stock in a ratio of 1-for-2,000 As a result of the Reverse Stock Split, every 2,000 shares of the Company’s issued and outstanding common stock, par value $0.001 per share, were converted into one (1) share of common stock, par value $0.001 per share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by 2,000 had the number of post-Reverse Stock Split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. ● On July 7, 2021, the Company issued 4,375 40,000 ● On July 12, 2021, the Company converted 1,800 6,280 ● On July 16, 2021, the Company converted 2,000 7,699 ● On July 28, 2021, the Company issued 625 ● On July 30, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “ Purchase Agreement Auctus Note 282,000.00 Principal Amount 250,000.00 Security Agreement Second Warrant 62,667 4.50 62,667 First Warrant 4.50 ● On August 5, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company five thousand three hundred seventy five ( 5,375 53,750 50,000.00 ● On August 13, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “One44 Purchase Agreement”) with One44 Capital LLC (“One44”). Pursuant to the One44 Purchase Agreement, One44 purchased from the Company a Convertible Promissory Note (the “One44 Note”) in the aggregate principal amount of $ 157,500 150,000.00 9 61 2,643 ● On August 13, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “GS Purchase Agreement”) with GS Capital Partners, LLC (“GS”). Pursuant to the GS Purchase Agreement, GS purchased from the Company a Convertible Promissory Note (the “GS Note”) in the aggregate principal amount of $ 157,500 150,000 9 61 2,642 ● On August 18, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “Fast Capital Purchase Agreement”) with Fast Capital, LLC (“Fast Capital”). Pursuant to the Fast Capital Purchase Agreement, Fast Capital purchased from the Company a Convertible Promissory Note (the “Fast Capital Note”) in the aggregate principal amount of $ 157,500 (the “Principal Amount”), and delivered gross proceeds of $ 150,000.00 (excluded were legal fees and a transaction fee charged by Fast Capital). Interest on the Principal Amount of the Fast Capital Note accrues at the rate of 9 % per annum. Repayment of all amounts due under the Fast Capital Note shall be tendered on the 12-month anniversary of the Fast Capital Note. The Fast Capital Note may be prepaid in whole at any time during the first 6-months with a prepayment penalty. No prepayment is allowed after 6-months. The Fast Capital Note can be converted by Fast Capital into shares of the Company’s common stock at any time following 180-days after issuance of the Fast Capital Note. The conversion price is equal to 61 % of the lowest trading price during the 20 consecutive trading days immediately preceding the date of conversion. The conversion price is subject to adjustment for stock splits, reverse stock splits, stock dividends, and other similar transactions and terms. As additional consideration for the purchase of the Fast Capital Note the Company also issued to Fast Capital 3,150 shares of the Company’s common stock. ● On August 23, 2021, the Company converted 2,500 shares of its Series B Preferred Stock into 10,446 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On August 24, 2021, the Company converted 3,000 shares of its Series B Preferred Stock into 12,535 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On August 30, 2021, the Company converted 2,300 shares of its Series B Preferred Stock into 9,802 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On September 10, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company five thousand three hundred seventy five ( 5,375 53,750 50,000 ● On September 22, 2021, the Company converted $ 30,000 of a promissory note into 14,112 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On September 27, 2021, the Company converted 2,000 shares of its Series B Preferred Stock into 10,383 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On September 28, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “Jefferson Street Purchase Agreement”) with Jefferson Street Capital, LLC (“Jefferson Street”). Pursuant to the Jefferson Street Purchase Agreement, Jefferson Street purchased from the Company a Convertible Promissory Note (the “Jefferson Street Note”) in the aggregate principal amount of $ 110,000 (the “Principal Amount”), and delivered gross proceeds of $ 100,000.00 (excluded were legal fees and a transaction fee charged by Jefferson Street). Interest on the Principal Amount of the Jefferson Street Note accrues at the rate of 10 % per annum. Repayment of all amounts due under the Jefferson Street Note shall be tendered on the 9-month anniversary of the Jefferson Street Note. The Jefferson Street Note may be prepaid in whole at any time during the first 6-months with a prepayment penalty. No prepayment is allowed after 6-months. The Jefferson Street Note can be converted by Jefferson Street into shares of the Company’s common stock at any time following issuance at a fixed price of $ 3.50 per share. The conversion price is subject to adjustment for stock splits, reverse stock splits, stock dividends, and other similar transactions and terms. As additional consideration for the purchase of the Jefferson Street Note the Company also issued to Jefferson Street a common stock purchase warrant for 22,222 shares of the Company’s common stock at an exercise price of $ 4.50 per share. In connection with this transaction, the Company also paid to Moody Capital Solutions, Inc., a FINRA registered broker-dealer, a fee comprised of (i) $ 8,000 in cash; and, (ii) a common stock purchase warrant for 1,111 shares of the Company’s common stock at an exercise price of $ 4.50 per share. ● On or around September 30, 2021, the Company settled that certain litigation matter involving the payment of the DMB Note. The matter was settled by mutual agreement of the involved parties. The Company’s subsidiary will make payment of the remaining amount due under the DMB Note over the next six months. This matter is now considered closed. ● On October 4, 2021, the Company converted 3,300 shares of its Series B Preferred Stock into 18,535 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On October 19, 2021, the Company converted $ 30,000 of a promissory note into 20,281 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On October 19, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “ Purchase Agreement Mast Hill Note 444,444.00 (the “ Principal Amount 365,000.00 (excluded were $ 40,000 in original issue discount; $ 28,000 as a fee paid to J.H. Darbie, a registered broker dealer; and, $ 7,000 in legal fees for Mast Hill). Timely payment under the Note is secured by the issuance of a Common Stock Purchase Warrant (the “ Second Warrant 161,616 shares of the Company’s common stock at an exercise price of $ 3.20 , exercisable only in the event of a default under the Note. Interest on the Principal Amount of the Note accrues at the rate of 12 % per annum. Repayment of all amounts due under the Note shall be tendered on the 12-month anniversary of the Note, though certain amounts are due earlier upon the closing certain designated investments. The Note may be prepaid in whole at any time without prepayment penalty or premium. If the Company fails to meet its obligations under the terms of the Note, the Note shall become immediately due and payable and subject to penalties provided for in the Note. Upon an event of default under the Note, Mast Hill may also convert all amounts due thereunder into shares of the Company’s common stock at a price of $ 4.00 per share. The Company also granted to Mast Hill warrants to acquire 161,616 shares of the Company’s common stock pursuant to a Common Stock Purchase Warrant (the “ First Warrant 3.20 , with a cashless exercise option. The Note, the First Warrant, and the Second Warrant impose an obligation on the Company to reserve for issuance that number of shares of the Company’s common stock which is 2 times the number of shares issuable under each of the respective three documents. ● On October 27, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company five thousand three hundred seventy five ( 5,375 53,750 50,000 ● On November 8, 2021, the Company converted $ 30,000 of a promissory note into 24,287 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On November 15, 2021, the Company converted 2,000 shares of its Series B Preferred Stock into 18,033 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On November 18, 2021, the Company converted 3,375 shares of its Series B Preferred Stock into 35,912 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On December 1, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company four thousand eight hundred seventy five ( 4,875 48,750 45,000 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 12 Months Ended |
Dec. 31, 2020 | |
Business Description | |
BUSINESS DESCRIPTION | NOTE 1: BUSINESS DESCRIPTION Data443 Risk Mitigation, Inc. (the “Company”) was incorporated as a Nevada corporation on May 4, 1998. On October 15, 2019, the Company changed its name from LandStar, Inc. to Data443 Risk Mitigation, Inc. within the state of Nevada. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2020 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company, and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. Prior to the acquisition of Data 443 Risk Mitigation, Inc. in North Carolina and the assets of Myriad Software Productions, LLC in 2018, these two entities were controlled by our sole director and officer, Jason Remillard. On November 17, 2017, Mr. Remillard acquired control of LandStar, Inc. through his purchase of all the outstanding Series A preferred shares of the Company, and as a result, these two entities became common controlled entities that require consolidation of results with the reporting company, LandStar, Inc., from the time common control occurred. All intercompany accounts and activities have been eliminated. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 Revenue Recognition The Company derives revenue primarily from contracts for subscription to access our SaaS platforms and, to a much lesser degree, ancillary services provided in connection with subscription services. The Company’s contracts include the performance obligations that require us to provide access to the platforms, usually on an annual subscription. The Company’s contracts are for subscriptions to DataExpress TM TM TM TM Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, 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; (v) Recognize revenue when the Company satisfies a performance obligation. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does no Deferred Revenue Deferred revenue mostly consists of service subscriptions received from users in advance of revenue recognition. The increase in the deferred revenue balance for the year ended December 31, 2020 was driven by cash payments from customers in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred revenue balance at the beginning of the period. Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Common stock purchase warrants and derivative financial instruments - DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 Beneficial Conversion Feature Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $ 1,349,646 869,960 Determining the appropriate fair value model and the related assumptions requires judgment. During the year ended December 31, 2020, the fair value of each option grant was estimated using a Black-Scholes option-pricing model. The expected volatility represents the historical volatility of the Company’s publicly traded common stock. Due to limited historical data, the Company calculates the expected life based on the mid-point between the vesting date and the contractual term which is in accordance with the simplified method. The expected term for options granted to nonemployees is the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. Income Taxes The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates. The Company adopted ASC 740 “Income Taxes,” The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 Intellectual Property The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Property and Equipment Property and equipment, consisting mostly of computer equipment and software, is recorded at cost reduced by accumulated depreciation and impairment, if any. Depreciation expense is recognized over the assets’ estimated useful lives of three seven Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, note payable, due to related parties and accrued liabilities, are carried at historical cost. At December 31, 2020 and 2019, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. Management determined that liabilities created by beneficial conversion features associated with the issuance of certain convertible notes payable (see Note 8), meet the criteria of derivatives and are required to be measured at fair value. The fair value of these derivative liabilities was determined during the year based on management’s estimate of the expected future cash flows required to settle the liabilities. As of the end of year, at December 31, 2020 there were no derivative liabilities due to a combination of all convertible notes being either (i) converted into common stock; or, (ii) amended to have a fixed conversion price. This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3. DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 Basic and Diluted Net Loss Per Common Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the year ended December 31, 2020 and 2019, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE Year Ended December 31, 2020 2019 (Shares) (Shares) Series A Preferred Stock 150,000,000 1,334,000 Stock options 5,875 188 Warrants - 937 Convertible notes 130,357 2,139 Total 150,136,232 1,337,264 Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 In August 2018, the FASB issued ASU No. 2018-15, Internal-Use Software (Subtopic 350-40)—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract We adopted recently issued accounting pronouncements in 2019, and we believe that none had a significant impact on our financial position, balance sheet, results of operations, or cash flow, except for ASC Update No. 2016-02—Leases, which requires organizations to recognize lease assets and lease liabilities on the balance sheet for leases classified as operating leases under previous GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. Data443 adopted ASU 2016-02 in the first quarter of 2019. See Note 5 for more complete details on balances at December 31, 2020. In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt the new standard effective January 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13: INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows as of December 31: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2020 2019 Non-operating loss carryforward $ 4,014,000 $ 3,016,000 Valuation allowance (4,014,000 ) (3,016,000 ) Net deferred tax asset $ - $ - The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. During 2020 the valuation allowance increased by $ 998,000 15,754,000 A reconciliation between expected income taxes, computed at the federal income tax rate of 21 2.0 SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE LOSSES BEFORE INCOME TAX Year Ended December 31, 2020 2019 Loss for the year $ (13,907,185 ) $ (607,371 ) Income tax (recovery) at statutory rate $ (2,921,000 ) $ (128,000 ) State income tax expense, net of federal tax effect (270,000 ) (12,000 ) Permanent difference and other 2,201,000 (1,100,000 ) Change in valuation allowance 998,000 1,240,000 Income tax expense per books $ - $ - The effective tax rate of 0 21 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 |
SUBSEQUENT RETROSPECTIVE STOCK
SUBSEQUENT RETROSPECTIVE STOCK SPLIT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT RETROSPECTIVE STOCK SPLIT | NOTE 15: SUBSEQUENT EVENTS Subsequent to September 30, 2021, and through the date these interim consolidated financial statements were approved for issuance, the following transactions occurred: ● ● On October 4, 2021, the Company converted 3,300 shares of its Series B Preferred Stock into 18,535 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On October 19, 2021, the Company converted $ 30,000 of a promissory note into 20,281 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On October 19, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “ Purchase Agreement Mast Hill Note 444,444.00 (the “ Principal Amount 3,650,000.00 (excluded were $ 40,000 in original issue discount; $ 28,000 as a fee paid to J.H. Darbie, a registered broker dealer; and, $ 7,000 in legal fees for Mast Hill). Timely payment under the Note is secured by the issuance of a Common Stock Purchase Warrant (the “ Second Warrant 161,616 shares of the Company’s common stock at an exercise price of $ 3.20 , exercisable only in the event of a default under the Note. Interest on the Principal Amount of the Note accrues at the rate of 12% per annum. Repayment of all amounts due under the Note shall be tendered on the 12-month anniversary of the Note, though certain amounts are due earlier upon the closing certain designated investments. The Note may be prepaid in whole at any time without prepayment penalty or premium. If the Company fails to meet its obligations under the terms of the Note, the Note shall become immediately due and payable and subject to penalties provided for in the Note. Upon an event of default under the Note, Mast Hill may also convert all amounts due thereunder into shares of the Company’s common stock at a price of $4.00 per share. The Company also granted to Mast Hill warrants to acquire 161,616 shares of the Company’s common stock pursuant to a Common Stock Purchase Warrant (the “ First Warrant 3.20 , with a cashless exercise option. The Note, the First Warrant, and the Second Warrant impose an obligation on the Company to reserve for issuance that number of shares of the Company’s common stock which is 2 times the number of shares issuable under each of the respective three documents. ● On November 8, 2021, the Company converted $ 30,000 of a promissory note into 24,287 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On November 15, 2021, the Company converted 2,000 shares of its Series B Preferred Stock into 18,033 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On November 18, 2021, the Company converted 3,375 shares of its Series B Preferred Stock into 35,912 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On December 1, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company four thousand eight hundred seventy five ( 4,875 48,750 45,000 | NOTE 16: SUBSEQUENT RETROSPECTIVE STOCK SPLIT In connection with the Company’s application to list its common stock on Nasdaq, on June 10, 2021, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “ Certificate of Amendment 1,800,000,000 1,000,000,000 Reverse Stock Split common stock in a ratio of 1-for-2,000 As a result of the Reverse Stock Split, every 2,000 shares of the Company’s issued and outstanding common stock, par value $0.001 per share, were converted into one (1) share of common stock, par value $0.001 per share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by 2,000 had the number of post-Reverse Stock Split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. All share and per share amounts (other than authorized shares) in the consolidated financial statements and related notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. NOTE 17: SUBSEQUENT EVENTS Subsequent to December 31, 2020, the following transactions occurred: ● On January 6, 2021, the Company issued 3,800 35,000 ● On January 25, 2021, pursuant to the terms and conditions of a Note Purchase Agreement, the Company issued a Convertible Promissory Note (the “Quick Capital Note”) in the aggregate principal amount of $ 114,500 100,000 (i) has a one-time interest charge of five percent ( 5 2,863 ● On January 27, 2021, the Company converted $ 45,150 6,271 ● On January 27, 2021, the Company issued 20,834 240,000 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 ● On February 2, 2021, the Company issued 10,342 ● On February 3, 2021, the Company issued 625 ● Effective February 8, 2021 the Company entered into the Blue Citi Notes Settlement Agreement with Blue Citi (the “Notes Settlement”) to, among other things, settle all disputes regarding all convertible promissory notes issued in favor of Blue Citi (the “Blue Citi Notes”). The following terms, among others, applied to each of the Blue Citi Notes: a. All accrued and unpaid interest under the Blue Citi Notes shall be nullified in full and be deemed to be zero, and no further interest of any amount shall accrue on any of the Blue Citi Notes. b. At no time shall the total ownership of shares of the Company’s common stock by Blue Citi exceed 9.99 c. The Company shall have no right to prepayment, or any other right to repay in cash, any of the Blue Citi Notes. Similarly, Blue Citi shall have no right to demand cash payment under any of the Blue Citi Notes. d. Blue Citi shall be limited in its sales of our common stock to a maximum of fifty million (50,000,000) shares each calendar week. However All accrued and unpaid interest under the Blue Citi Notes shall be nullified in full and be deemed to be zero, and no further interest of any amount shall accrue on any of the Blue Citi Notes. The Company shall have no right to prepayment, or any other right to repay in cash, any of the Blue Citi Notes. Similarly, Blue Citi shall have no right to demand cash payment under any of the Blue Citi Notes. Blue Citi shall be limited in its sales of our common stock to a maximum of fifty million (50,000,000) shares each calendar week. However With regard to each of the respective Blue Citi Notes, the Company and Blue Citi further agreed as follows: a. Convertible note in the original principal amount of Two Hundred Thousand Dollars ($ 200,000 January 8, 2020 20 10,000 b. Convertible note in the original principal amount of Twenty Five Thousand Dollars ($ 25,000 July 1, 2020 c. Convertible note in the original principal amount of One Hundred Fifty Thousand Dollars ($ 150,000 ) issued on July 1, 20 , resulting in the issuance of 7,500 shares upon conversion. d. Convertible note in the original principal amount of Two Hundred Thousand Dollars ($ 200,000 August 3, 2020 10 20,000 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 e. Convertible note in the original principal amount of Three Hundred Thousand Dollars ($ 300,000 August 24, 2020 10 30,000 f. Convertible note in the original principal amount of Three Hundred Twenty Five Thousand Dollars ($ 325,000 September 30, 2020 30 10,834 g. Convertible note in the original principal amount of Four Hundred Thousand Dollars ($ 400,000 November 17, 2020 7 17,143 ● On February 9, 2021, the Company converted $ 120,000 17,143 ● On February 10, 2021, the Company converted $ 200,000 20,000 ● On February 10, 2021, the Company issued 20,834 250,000 ● Effective February 12, 2021 Geneva Roth Remark Holdings, Inc. (“ Geneva Roth Geneva Exchange Agreement 63,000 September 10, 2021 Geneva Roth Note 6,560 ● On February 12, 2021, and effective January 31, 2021 the Company confirmed the earlier termination of each of the ArcMail Agreements. The Company has asserted numerous claims under the ArcMail Agreements. Further, Wala lost all rights to the ArcMail Assets through a foreclosure action brought by certain secured creditors of Wala (the “ Wala Creditors ● On February 12, 2021 the Company closed its acquisition of the ArcMail Assets from the Wala Creditors pursuant to the terms and conditions of an Asset Sale Agreement executed by and between the Company and the Wala Creditors. The effective date of the Asset Sale Agreement and the acquisition was deemed to be January 31, 2021. Total purchase price (the “ Purchase Price 1,404,000 Notes 4 ● On February 19, 2021, the Company converted $ 200,000 10,000 ● On February 19, 2021, the Company converted $ 150,000 7,500 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 ● On February 19, 2021, the Company issued 7,800 75,000 ● On February 19, 2021, the Company converted $ 100,000 10,000 ● On February 23, 2021, the Company filed with the SEC its Schedule 14C, Preliminary Information Statement, providing notice that the Board of Directors and the holders of a majority of our shares entitled to vote had approved and authorized the following actions: (1) Amendment of our articles of incorporation (the “ Articles of Incorporation 1,800,000,000 10,000,000 1,000,000,000 Authorized Common Stock Reduction Definitive Information Statement Board (2) That the Board be authorized to implement through the amendment to our Articles of Incorporation a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-2,000 Reverse Split ● On February 24, 2021, the Company converted $ 200,000 20,000 ● On February 25, 2021, the Company converted $ 325,000 10,834 ● On March 5, 2021, the Company issued 27,685 332,209 ● On March 15, 2021, the Company converted 4,500 3,841 ● On March 16, 2021, the Company converted 2,060 1,758 ● On March 24, 2021, the Company issued 5,300 50,000 ● On March 30, 2021, the Company issued 13,983 115,144 ● On April 22, 2021, the Company issued 8,923 ● On April 23, 2021, the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “ Purchase Agreement Auctus Note 832,000.00 Principal Amount 750,000.00 Security Agreement Second Warrant 55,467 15.00 12 55,467 First Warrant $15.00 ● On April 28, 2021, the Company issued 625 ● On May 13, 2021, the Company issued 5,375 50,000 ● On May 21, 2021, the Company issued 10,306 ● On June 1, 2021, the Company converted 5,300 8,934 ● On June 10, 2021, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Certificate of Amendment”) which served to (i) reduce the number of authorized shares of common stock to one billion ( 1,000,000,000 common stock in a ratio of 1-for-2,000 As a result of the Reverse Stock Split, every 2,000 shares of the Company’s issued and outstanding common stock, par value $0.001 per share, were converted into one (1) share of common stock, par value $0.001 per share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by 2,000 had the number of post-Reverse Stock Split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. ● On July 7, 2021, the Company issued 4,375 40,000 ● On July 12, 2021, the Company converted 1,800 6,280 ● On July 16, 2021, the Company converted 2,000 7,699 ● On July 28, 2021, the Company issued 625 ● On July 30, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “ Purchase Agreement Auctus Note 282,000.00 Principal Amount 250,000.00 Security Agreement Second Warrant 62,667 4.50 62,667 First Warrant 4.50 ● On August 5, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company five thousand three hundred seventy five ( 5,375 53,750 50,000.00 ● On August 13, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “One44 Purchase Agreement”) with One44 Capital LLC (“One44”). Pursuant to the One44 Purchase Agreement, One44 purchased from the Company a Convertible Promissory Note (the “One44 Note”) in the aggregate principal amount of $ 157,500 150,000.00 9 61 2,643 ● On August 13, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “GS Purchase Agreement”) with GS Capital Partners, LLC (“GS”). Pursuant to the GS Purchase Agreement, GS purchased from the Company a Convertible Promissory Note (the “GS Note”) in the aggregate principal amount of $ 157,500 150,000 9 61 2,642 ● On August 18, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “Fast Capital Purchase Agreement”) with Fast Capital, LLC (“Fast Capital”). Pursuant to the Fast Capital Purchase Agreement, Fast Capital purchased from the Company a Convertible Promissory Note (the “Fast Capital Note”) in the aggregate principal amount of $ 157,500 (the “Principal Amount”), and delivered gross proceeds of $ 150,000.00 (excluded were legal fees and a transaction fee charged by Fast Capital). Interest on the Principal Amount of the Fast Capital Note accrues at the rate of 9 % per annum. Repayment of all amounts due under the Fast Capital Note shall be tendered on the 12-month anniversary of the Fast Capital Note. The Fast Capital Note may be prepaid in whole at any time during the first 6-months with a prepayment penalty. No prepayment is allowed after 6-months. The Fast Capital Note can be converted by Fast Capital into shares of the Company’s common stock at any time following 180-days after issuance of the Fast Capital Note. The conversion price is equal to 61 % of the lowest trading price during the 20 consecutive trading days immediately preceding the date of conversion. The conversion price is subject to adjustment for stock splits, reverse stock splits, stock dividends, and other similar transactions and terms. As additional consideration for the purchase of the Fast Capital Note the Company also issued to Fast Capital 3,150 shares of the Company’s common stock. ● On August 23, 2021, the Company converted 2,500 shares of its Series B Preferred Stock into 10,446 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On August 24, 2021, the Company converted 3,000 shares of its Series B Preferred Stock into 12,535 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On August 30, 2021, the Company converted 2,300 shares of its Series B Preferred Stock into 9,802 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On September 10, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company five thousand three hundred seventy five ( 5,375 53,750 50,000 ● On September 22, 2021, the Company converted $ 30,000 of a promissory note into 14,112 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On September 27, 2021, the Company converted 2,000 shares of its Series B Preferred Stock into 10,383 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On September 28, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “Jefferson Street Purchase Agreement”) with Jefferson Street Capital, LLC (“Jefferson Street”). Pursuant to the Jefferson Street Purchase Agreement, Jefferson Street purchased from the Company a Convertible Promissory Note (the “Jefferson Street Note”) in the aggregate principal amount of $ 110,000 (the “Principal Amount”), and delivered gross proceeds of $ 100,000.00 (excluded were legal fees and a transaction fee charged by Jefferson Street). Interest on the Principal Amount of the Jefferson Street Note accrues at the rate of 10 % per annum. Repayment of all amounts due under the Jefferson Street Note shall be tendered on the 9-month anniversary of the Jefferson Street Note. The Jefferson Street Note may be prepaid in whole at any time during the first 6-months with a prepayment penalty. No prepayment is allowed after 6-months. The Jefferson Street Note can be converted by Jefferson Street into shares of the Company’s common stock at any time following issuance at a fixed price of $ 3.50 per share. The conversion price is subject to adjustment for stock splits, reverse stock splits, stock dividends, and other similar transactions and terms. As additional consideration for the purchase of the Jefferson Street Note the Company also issued to Jefferson Street a common stock purchase warrant for 22,222 shares of the Company’s common stock at an exercise price of $ 4.50 per share. In connection with this transaction, the Company also paid to Moody Capital Solutions, Inc., a FINRA registered broker-dealer, a fee comprised of (i) $ 8,000 in cash; and, (ii) a common stock purchase warrant for 1,111 shares of the Company’s common stock at an exercise price of $ 4.50 per share. ● On or around September 30, 2021, the Company settled that certain litigation matter involving the payment of the DMB Note. The matter was settled by mutual agreement of the involved parties. The Company’s subsidiary will make payment of the remaining amount due under the DMB Note over the next six months. This matter is now considered closed. ● On October 4, 2021, the Company converted 3,300 shares of its Series B Preferred Stock into 18,535 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On October 19, 2021, the Company converted $ 30,000 of a promissory note into 20,281 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On October 19, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “ Purchase Agreement Mast Hill Note 444,444.00 (the “ Principal Amount 365,000.00 (excluded were $ 40,000 in original issue discount; $ 28,000 as a fee paid to J.H. Darbie, a registered broker dealer; and, $ 7,000 in legal fees for Mast Hill). Timely payment under the Note is secured by the issuance of a Common Stock Purchase Warrant (the “ Second Warrant 161,616 shares of the Company’s common stock at an exercise price of $ 3.20 , exercisable only in the event of a default under the Note. Interest on the Principal Amount of the Note accrues at the rate of 12 % per annum. Repayment of all amounts due under the Note shall be tendered on the 12-month anniversary of the Note, though certain amounts are due earlier upon the closing certain designated investments. The Note may be prepaid in whole at any time without prepayment penalty or premium. If the Company fails to meet its obligations under the terms of the Note, the Note shall become immediately due and payable and subject to penalties provided for in the Note. Upon an event of default under the Note, Mast Hill may also convert all amounts due thereunder into shares of the Company’s common stock at a price of $ 4.00 per share. The Company also granted to Mast Hill warrants to acquire 161,616 shares of the Company’s common stock pursuant to a Common Stock Purchase Warrant (the “ First Warrant 3.20 , with a cashless exercise option. The Note, the First Warrant, and the Second Warrant impose an obligation on the Company to reserve for issuance that number of shares of the Company’s common stock which is 2 times the number of shares issuable under each of the respective three documents. ● On October 27, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company five thousand three hundred seventy five ( 5,375 53,750 50,000 ● On November 8, 2021, the Company converted $ 30,000 of a promissory note into 24,287 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On November 15, 2021, the Company converted 2,000 shares of its Series B Preferred Stock into 18,033 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On November 18, 2021, the Company converted 3,375 shares of its Series B Preferred Stock into 35,912 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On December 1, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company four thousand eight hundred seventy five ( 4,875 48,750 45,000 |
GENERAL (Policies)
GENERAL (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Description of Business | Description of Business Data443 Risk Mitigation, Inc. (the “Company”) was incorporated as a Nevada corporation on May 4, 1998. On October 15, 2019, the Company changed its name from LandStar, Inc. to Data443 Risk Mitigation, Inc. within the State of Nevada. We are in the data security and privacy business, operating as a software and services provider. We provide software products, services, and solutions for the marketplace that are designed to protect, manage, analyze, alert, and secure enterprise data via the cloud, hybrid, and on-premises architectures. Our suite of security products focus on the protection of: sensitive files and emails; confidential customer, patient, and employee data; financial records; strategic and product plans; intellectual property; and any other data requiring security, allowing our clients to create, share, and protect their data wherever it is stored. We deliver solutions and capabilities via all technical architectures, and in formats designed for each client. Licensing and subscription models are available to conform to customer purchasing requirements. Our solutions are driven by several proprietary technologies and methodologies that we have developed or acquired, giving us our primary competitive advantage. | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of September 30, 2021 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company, and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. Prior to the acquisition of Data 443 Risk Mitigation, Inc. in North Carolina and the assets of Myriad Software Productions, LLC in 2018, these two entities were controlled by our sole director and officer, Jason Remillard. On November 17, 2017, Mr. Remillard acquired control of LandStar, Inc. through his purchase of all the outstanding Series A preferred shares of the Company, and as a result, these two entities became common controlled entities that require consolidation of results with the reporting company, LandStar, Inc., from the time common control occurred. All intercompany accounts and activities have been eliminated. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2020 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company, and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. Prior to the acquisition of Data 443 Risk Mitigation, Inc. in North Carolina and the assets of Myriad Software Productions, LLC in 2018, these two entities were controlled by our sole director and officer, Jason Remillard. On November 17, 2017, Mr. Remillard acquired control of LandStar, Inc. through his purchase of all the outstanding Series A preferred shares of the Company, and as a result, these two entities became common controlled entities that require consolidation of results with the reporting company, LandStar, Inc., from the time common control occurred. All intercompany accounts and activities have been eliminated. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Interim Financial Statements | Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2021. The results of operations for the nine months ended September 30, 2021, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 | |
Share-Based Compensation | Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $ 785,757 in share-based compensation expense for the nine months ended September 30, 2021, compared to $ 473,936 in share-based compensation expense for the nine months ended September 30, 2020. Determining the appropriate fair value model and the related assumptions requires judgment. During the nine months ended September 30, 2021, the fair value of each option grant was estimated using a Black-Scholes option-pricing model. The expected volatility represents the historical volatility of the Company’s publicly traded common stock. Due to limited historical data, the Company calculates the expected life based on the mid-point between the vesting date and the contractual term which is in accordance with the simplified method. The expected term for options granted to nonemployees is the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. | Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $ 1,349,646 869,960 Determining the appropriate fair value model and the related assumptions requires judgment. During the year ended December 31, 2020, the fair value of each option grant was estimated using a Black-Scholes option-pricing model. The expected volatility represents the historical volatility of the Company’s publicly traded common stock. Due to limited historical data, the Company calculates the expected life based on the mid-point between the vesting date and the contractual term which is in accordance with the simplified method. The expected term for options granted to nonemployees is the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the nine months ended September 30, 2021 and 2020, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE Nine Months Ended September 30, 2021 2020 (Shares) (Shares) Series A Preferred Stock 150,000,000 150,000,000 Stock options 12,471 5,664 Warrants 254,134 165,252 Convertible notes - 10,289 Preferred B stock 18,535 - Total 150,285,150 150,181,205 DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 | Basic and Diluted Net Loss Per Common Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the year ended December 31, 2020 and 2019, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE Year Ended December 31, 2020 2019 (Shares) (Shares) Series A Preferred Stock 150,000,000 1,334,000 Stock options 5,875 188 Warrants - 937 Convertible notes 130,357 2,139 Total 150,136,232 1,337,264 |
COVID-19 | COVID-19 In March 2020, the World Health Organization (“WHO”) declared the novel coronavirus COVID-19 (“COVID-19”) a global pandemic. The pandemic adversely affected workforces, economies, and financial markets globally in 2020 and, until contained, is still expected to disrupt general business operations. The COVID-19 pandemic and the measures taken by many governments around the world in response could in the future meaningfully impact our business, results of operations and financial condition. The Company is currently unable to predict the duration of that impact but continues to monitor its accounting estimates of the carrying value of certain assets and liabilities relating to its leases and will continue to do so as additional information is obtained or new events occur. Actual results could differ from our estimates and judgments, and any such differences may be material to our financial statements. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. On June 16, 2016, the FASB completed its Financial Instruments—Credit Losses project by issuing Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The new guidance requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The new guidance; (i) eliminates the probable initial recognition threshold in current GAAP and, instead, reflects an organization’s current estimate of all expected credit losses over the contractual term of its financial assets, (ii) broadens the information that an entity can consider when measuring credit losses to include forward-looking information, (iii) increases usefulness of the financial statements by requiring timely inclusion of forecasted information in forming expectations of credit losses, (iv) increases comparability of purchased financial assets with credit deterioration (PCD assets) with other purchased assets that do not have credit deterioration as well as originated assets because credit losses that are expected will be recorded through an allowance for credit losses for all assets, (v) increases users’ understanding of underwriting standards and credit quality trends by requiring additional information about credit quality indicators by year of origination (vintage), and (vi) aligns the income statement recognition of credit losses, for available-for-sale debt securities, with the reporting period in which changes occur by recording credit losses (and subsequent changes in credit losses) through an allowance rather than a write down. The new guidance affects organizations that hold financial assets and net investments in leases that are not accounted for at fair value with changes in fair value reported in net income. It affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public business entities that meet the definition of a U.S. Securities and Exchange (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. | Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 In August 2018, the FASB issued ASU No. 2018-15, Internal-Use Software (Subtopic 350-40)—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract We adopted recently issued accounting pronouncements in 2019, and we believe that none had a significant impact on our financial position, balance sheet, results of operations, or cash flow, except for ASC Update No. 2016-02—Leases, which requires organizations to recognize lease assets and lease liabilities on the balance sheet for leases classified as operating leases under previous GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. Data443 adopted ASU 2016-02 in the first quarter of 2019. See Note 5 for more complete details on balances at December 31, 2020. In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt the new standard effective January 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of September 30, 2021 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company, and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. Prior to the acquisition of Data 443 Risk Mitigation, Inc. in North Carolina and the assets of Myriad Software Productions, LLC in 2018, these two entities were controlled by our sole director and officer, Jason Remillard. On November 17, 2017, Mr. Remillard acquired control of LandStar, Inc. through his purchase of all the outstanding Series A preferred shares of the Company, and as a result, these two entities became common controlled entities that require consolidation of results with the reporting company, LandStar, Inc., from the time common control occurred. All intercompany accounts and activities have been eliminated. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2020 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company, and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. Prior to the acquisition of Data 443 Risk Mitigation, Inc. in North Carolina and the assets of Myriad Software Productions, LLC in 2018, these two entities were controlled by our sole director and officer, Jason Remillard. On November 17, 2017, Mr. Remillard acquired control of LandStar, Inc. through his purchase of all the outstanding Series A preferred shares of the Company, and as a result, these two entities became common controlled entities that require consolidation of results with the reporting company, LandStar, Inc., from the time common control occurred. All intercompany accounts and activities have been eliminated. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 | |
Revenue Recognition | Revenue Recognition The Company derives revenue primarily from contracts for subscription to access our SaaS platforms and, to a much lesser degree, ancillary services provided in connection with subscription services. The Company’s contracts include the performance obligations that require us to provide access to the platforms, usually on an annual subscription. The Company’s contracts are for subscriptions to DataExpress TM TM TM TM Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, 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; (v) Recognize revenue when the Company satisfies a performance obligation. | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no | |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does no | |
Deferred Revenue | Deferred Revenue Deferred revenue mostly consists of service subscriptions received from users in advance of revenue recognition. The increase in the deferred revenue balance for the year ended December 31, 2020 was driven by cash payments from customers in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred revenue balance at the beginning of the period. | |
Convertible Financial Instruments | Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Common stock purchase warrants and derivative financial instruments - DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 Beneficial Conversion Feature | |
Share-Based Compensation | Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $ 785,757 in share-based compensation expense for the nine months ended September 30, 2021, compared to $ 473,936 in share-based compensation expense for the nine months ended September 30, 2020. Determining the appropriate fair value model and the related assumptions requires judgment. During the nine months ended September 30, 2021, the fair value of each option grant was estimated using a Black-Scholes option-pricing model. The expected volatility represents the historical volatility of the Company’s publicly traded common stock. Due to limited historical data, the Company calculates the expected life based on the mid-point between the vesting date and the contractual term which is in accordance with the simplified method. The expected term for options granted to nonemployees is the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. | Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $ 1,349,646 869,960 Determining the appropriate fair value model and the related assumptions requires judgment. During the year ended December 31, 2020, the fair value of each option grant was estimated using a Black-Scholes option-pricing model. The expected volatility represents the historical volatility of the Company’s publicly traded common stock. Due to limited historical data, the Company calculates the expected life based on the mid-point between the vesting date and the contractual term which is in accordance with the simplified method. The expected term for options granted to nonemployees is the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. |
Income Taxes | Income Taxes The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates. The Company adopted ASC 740 “Income Taxes,” The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 | |
Intellectual Property | Intellectual Property The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. | |
Property and Equipment | Property and Equipment Property and equipment, consisting mostly of computer equipment and software, is recorded at cost reduced by accumulated depreciation and impairment, if any. Depreciation expense is recognized over the assets’ estimated useful lives of three seven | |
Fair Value Measurements | Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, note payable, due to related parties and accrued liabilities, are carried at historical cost. At December 31, 2020 and 2019, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. Management determined that liabilities created by beneficial conversion features associated with the issuance of certain convertible notes payable (see Note 8), meet the criteria of derivatives and are required to be measured at fair value. The fair value of these derivative liabilities was determined during the year based on management’s estimate of the expected future cash flows required to settle the liabilities. As of the end of year, at December 31, 2020 there were no derivative liabilities due to a combination of all convertible notes being either (i) converted into common stock; or, (ii) amended to have a fixed conversion price. This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3. DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 | |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the nine months ended September 30, 2021 and 2020, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE Nine Months Ended September 30, 2021 2020 (Shares) (Shares) Series A Preferred Stock 150,000,000 150,000,000 Stock options 12,471 5,664 Warrants 254,134 165,252 Convertible notes - 10,289 Preferred B stock 18,535 - Total 150,285,150 150,181,205 DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 | Basic and Diluted Net Loss Per Common Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the year ended December 31, 2020 and 2019, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE Year Ended December 31, 2020 2019 (Shares) (Shares) Series A Preferred Stock 150,000,000 1,334,000 Stock options 5,875 188 Warrants - 937 Convertible notes 130,357 2,139 Total 150,136,232 1,337,264 |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. | |
Segments | Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. On June 16, 2016, the FASB completed its Financial Instruments—Credit Losses project by issuing Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The new guidance requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The new guidance; (i) eliminates the probable initial recognition threshold in current GAAP and, instead, reflects an organization’s current estimate of all expected credit losses over the contractual term of its financial assets, (ii) broadens the information that an entity can consider when measuring credit losses to include forward-looking information, (iii) increases usefulness of the financial statements by requiring timely inclusion of forecasted information in forming expectations of credit losses, (iv) increases comparability of purchased financial assets with credit deterioration (PCD assets) with other purchased assets that do not have credit deterioration as well as originated assets because credit losses that are expected will be recorded through an allowance for credit losses for all assets, (v) increases users’ understanding of underwriting standards and credit quality trends by requiring additional information about credit quality indicators by year of origination (vintage), and (vi) aligns the income statement recognition of credit losses, for available-for-sale debt securities, with the reporting period in which changes occur by recording credit losses (and subsequent changes in credit losses) through an allowance rather than a write down. The new guidance affects organizations that hold financial assets and net investments in leases that are not accounted for at fair value with changes in fair value reported in net income. It affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public business entities that meet the definition of a U.S. Securities and Exchange (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. | Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 In August 2018, the FASB issued ASU No. 2018-15, Internal-Use Software (Subtopic 350-40)—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract We adopted recently issued accounting pronouncements in 2019, and we believe that none had a significant impact on our financial position, balance sheet, results of operations, or cash flow, except for ASC Update No. 2016-02—Leases, which requires organizations to recognize lease assets and lease liabilities on the balance sheet for leases classified as operating leases under previous GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. Data443 adopted ASU 2016-02 in the first quarter of 2019. See Note 5 for more complete details on balances at December 31, 2020. In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt the new standard effective January 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
GENERAL (Tables)
GENERAL (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE | For the nine months ended September 30, 2021 and 2020, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE Nine Months Ended September 30, 2021 2020 (Shares) (Shares) Series A Preferred Stock 150,000,000 150,000,000 Stock options 12,471 5,664 Warrants 254,134 165,252 Convertible notes - 10,289 Preferred B stock 18,535 - Total 150,285,150 150,181,205 | For the year ended December 31, 2020 and 2019, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE Year Ended December 31, 2020 2019 (Shares) (Shares) Series A Preferred Stock 150,000,000 1,334,000 Stock options 5,875 188 Warrants - 937 Convertible notes 130,357 2,139 Total 150,136,232 1,337,264 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT | The following table summarizes the components of the Company’s property and equipment as of the dates presented: SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT September 30, December 31, 2021 2020 Furniture and Fixtures $ 2,991 $ 2,991 Computer Equipment 559,654 421,323 562,645 424,314 Accumulated depreciation (208,223 ) (99,965 ) Property and equipment, net of accumulated depreciation $ 354,422 $ 324,349 | The following table summarizes the components of the Company’s property and equipment as of the dates presented: SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT December 31, December 31, 2020 2019 Furniture and Fixtures $ 2,991 $ 2,991 Computer Equipment 421,323 115,827 Property and equipment, gross 424,314 118,818 Accumulated depreciation (99,965 ) (18,691 ) Property and equipment, net of accumulated depreciation $ 324,349 $ 100,127 |
INTELLECTUAL PROPERTY (Tables)
INTELLECTUAL PROPERTY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF INTELLECTUAL PROPERTY | The following table summarizes the components of the Company’s intellectual property as of the dates presented: SCHEDULE OF INTELLECTUAL PROPERTY September 30, December 31, 2021 2020 Intellectual property: Word press GDPR rights $ 46,800 $ 46,800 ARALOC™ 1,850,000 1,850,000 ArcMail License 1,445,000 1,445,000 DataExpress TM 1,388,051 1,388,051 FileFacets TM 135,000 135,000 IntellyWP™ 135,000 135,000 Resilient Network Systems 305,000 305,000 5,304,851 5,304,851 Accumulated amortization (3,718,510 ) (2,993,944 ) Intellectual property, net of accumulated amortization $ 1,586,341 $ 2,310,907 | The following table summarizes the components of the Company’s intellectual property as of the dates presented: SCHEDULE OF INTELLECTUAL PROPERTY December 31, December 31, 2020 2019 Intellectual property: Word press GDPR rights $ 46,800 $ 46,800 ARALOC™ 1,850,000 1,850,000 ArcMail License 1,445,000 1,445,000 DataExpress TM 1,388,051 1,388,051 FileFacets TM 135,000 - IntellyWP™ 135,000 - Resilient Network Systems 305,000 - Intellectual property 5,304,851 4,729,851 Accumulated amortization (2,993,944 ) (1,587,913 ) Intellectual property, net of accumulated amortization $ 2,310,907 $ 3,141,938 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS | Based on the carrying value of definite-lived intangible assets as of September 30, 2021, we estimate our amortization expense for the next five years will be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Amortization Year Ended December 31, Expense 2021 (excluding the nine months ended September 30, 2021) $ 241,522 2022 860,484 2023 441,585 2024 27,000 Thereafter 15,750 Thereafter 15,750 Intellectual property, net of accumulated amortization 1,586,341 | Based on the carrying value of definite-lived intangible assets as of December 31, 2020, we estimate our amortization expense for the next five years will be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Amortization Year Ended December 31, Expense 2021 $ 966,088 2022 860,484 2023 441,584 2024 27,000 Thereafter 15,750 Total 2,310,907 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented: SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, December 31, 2021 2020 Accounts payable $ 101,808 $ 178,319 Payroll liabilities 81,440 102,793 Credit cards 15,050 31,918 Accrued dividend - preferred stock 6,618 484 Accrued liabilities - 87,500 Credit cards and accrued liabilities 222,695 Accounts payable and accrued liabilities $ 204,916 $ 401,014 | The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented: SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, December 31, 2020 2019 Accounts payable $ 178,319 $ 339,882 Credit cards and accrued liabilities 222,695 68,313 Accounts payable and accrued liabilities $ 401,014 $ 408,195 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
SUMMARY OF CHANGES IN DEFERRED REVENUE | SUMMARY OF CHANGES IN DEFERRED REVENUE September 30, December 31, 2021 2020 Balance, beginning of period $ 1,518,163 $ 953,546 Deferral of revenue 2,153,640 2,961,749 Recognition of deferred revenue (2,026,443 ) (2,397,132 ) Balance, end of period $ 1,645,360 $ 1,518,163 | |
SUMMARY OF DEFERRED REVENUE | SCHEDULE OF DEFERRED REVENUE September 30, December 31, 2021 2020 Current $ 1,134,535 $ 1,478,430 Non-current 510,825 39,733 Deferred revenue $ 1,645,360 $ 1,518,163 | Changes in deferred revenue were as follows: SUMMARY OF DEFERRED REVENUE December 31, December 31, 2020 2019 Balance, beginning of period $ 953,546 $ 28,951 Deferral of revenue 2,961,749 2,418,820 Recognition of deferred revenue (2,397,132 ) (1,494,225 ) Balance, end of period $ 1,518,163 $ 953,546 Current $ 1,478,430 $ 728,749 Non-current 39,733 224,797 $ 1,518,163 $ 953,546 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES | Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at September 30, 2021 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Total Year Ended December 31, 2021 (excluding the nine months ended September 30, 2021) $ 30,900 2022 127,300 2023 131,150 Thereafter - Thereafter - Total lease payment 289,350 Less: Imputed interest (25,592 ) Operating lease liabilities 263,758 Operating lease liability – current 109,193 Operating lease liability - non-current $ 154,565 | Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2020 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Total Year Ended December 31, 2021 $ 123,600 2022 127,300 2023 131,150 Thereafter - Total lease payment 382,050 Less: Imputed interest (43,919 ) Operating lease liabilities 338,131 Operating lease liability – current 100,170 Operating lease liability - non-current $ 237,961 |
SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE | The following summarizes other supplemental information about the Company’s operating lease as of September 30, 2021: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 8 % Weighted average remaining lease term (years) 2.29 | The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2020: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 8 % Weighted average remaining lease term (years) 3.04 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES | At September 30, 2021, future minimum lease payments under the finance lease obligations, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Total 2021 (excluding the nine months ended September 30, 2021) $ 26,633 2022 78,379 2023 10,496 Thereafter - Thereafter - Total finance lease payment 115,508 Less: Imputed interest (8,735 ) Finance lease liabilities 106,773 Finance lease liability 80,989 Finance lease liability - non-current $ 25,784 | At December 31, 2020, future minimum lease payments under the finance lease obligations, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Total 2021 $ 106,532 2022 78,379 2023 10,496 Thereafter - Total finance lease payment 195,407 Less: Imputed interest (21,733 ) Finance lease liabilities 173,674 Finance lease liability – current 90,565 Finance lease liability - non-current $ 83,109 |
SCHEDULE OF FINANCE LEASE ASSETS | As of September 30, 2021 and December 31 2020, finance lease assets are included in property and equipment as follows: SCHEDULE OF FINANCE LEASE ASSETS September 30, December 31, 2021 2020 Finance lease assets $ 267,284 $ 267,284 Accumulated depreciation (126,486 ) (87,337 ) Finance lease assets, net of accumulated depreciation $ 140,798 $ 179,947 | As of December 31, 2020 and December 31, 2019, finance lease assets are included in property and equipment as follows: SCHEDULE OF FINANCE LEASE ASSETS December 31, December 31, 2020 2019 Finance lease assets $ 267,284 $ 109,280 Accumulated depreciation (87,337 ) (17,672 ) Finance lease assets, net of accumulated depreciation $ 179,947 $ 91,608 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, December 31, 2021 2020 Convertible Notes - Issued in fiscal year 2020 100,000 1,526,000 Convertible Notes - Issued in fiscal year 2021 738,563 - 838,563 1,526,000 Less debt discount and debt issuance cost (234,585 ) (282,232 ) 603,978 1,243,768 Less current portion of convertible notes payable (586,663 ) (1,241,412 ) Long-term convertible notes payable $ 17,315 $ 2,356 | Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, December 31, 2020 2019 Convertible Notes - originated in September 2018 $ - $ 1,700,000 Convertible Notes - originated in October 2018 - 444,150 Convertible Notes - originated in October 2018 - 608,850 Convertible Notes - originated in April 2019 - 600,000 Convertible Notes - originated in June 2019 - 63,000 Convertible Notes - originated in November 2019 - 38,000 Convertible Notes - originated in December 2019 - 38,000 Convertible Notes - Issued in fiscal year 2020 1,526,000 - 1,526,000 3,492,000 Less debt discount and debt issuance cost (282,232 ) (279,214 ) 1,243,768 3,212,786 Less current portion of convertible notes payable 1,243,768 3,212,786 Long-term convertible notes payable $ - $ - |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS | For the nine months September 30, 2021 and year ended December 31, 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows: SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Nine months Ended Year Ended September 30, December 31, 2021 2020 Expected term 0.48 - 1.94 years 0.02 - 5.00 years Expected average volatility 160 %- 302 % 187 %- 464 % Expected dividend yield - - Risk-free interest rate 0.04 % - 0.16 % 0.01 % - 1.57 % | For the years ended December 31, 2020 and, 2019, the estimated fair values of the liabilities measured on a recurring basis are as follows: SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Year Ended Year Ended December 31, December 31, 2020 2019 Expected term 0.02 5.00 0.25 5.00 Expected average volatility 187 464 % 160 305 % Expected dividend yield - - Risk-free interest rate 0.01 1.57 % 1.55 2.50 % |
SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES | The following table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2021 and 2020: SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2020 $ - Addition of new derivatives recognized as debt discounts 340,000 Addition of new derivatives recognized as day-one loss 384,767 Derivative liabilities settled upon conversion of convertible note (731,860 ) Reclassification to common stock payable (39,993 ) Change in derivative liabilities recognized as loss on derivative 47,086 Derivative liability as of September 30, 2021 $ - | The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2020 and 2019: SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2018 $ 12,447,109 Addition of new derivatives recognized as debt discounts 606,000 Addition of new derivatives recognized as day-one loss 1,544,785 Derivative liabilities settled upon conversion of convertible note (3,130,000 ) Reclassification from APIC to derivative due to tainted instruments 167,544 Reclassification to APIC from derivative due to not tainted instruments (250,878 ) Change in derivative liabilities recognized as loss on derivative (8,783,283 ) Derivative liability as of December 31, 2019 $ 2,601,277 Derivative liability as of December 31, 2019 $ 2,601,277 Addition of new derivatives recognized as debt discounts 947,175 Addition of new derivatives recognized as day-one loss 9,907,039 Derivative liabilities settled upon conversion of convertible note (10,954,868 ) Change in derivative liabilities recognized as loss on derivative (2,500,623 ) Derivative liability as of December 31, 2020 $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Notes Payable | ||
SCHEDULE OF NOTES PAYABLE | Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE September 30, December 31, 2021 2020 Maturity Interest Rate 10% Promissory note - originated in October 2019 $ 25,060 $ 25,060 Due on demand 10.0 % Promissory note - originated in October 2019 25,060 25,060 Due on demand 10.0 % Promissory note - originated in April 2020 10,000 10,000 Due on demand No interest Paycheck Protection Program Promissory note - originated in April 2020 (1) 339,000 339,000 2 years 1.0 % Economic Injury Disaster Loan - originated in May 2020 (2,4) 500,000 150,000 30 years 3.75 % Promissory note - originated in June 2020 - 43,356 $ 3,942 .86 daily payment 16.0 % Promissory note - originated in September 2020 58,025 80,730 $ 2,873 .89 monthly payment for 36 months 14.0 % Promissory note - originated in October 2020 - 158,169 $ 2,293 .31 daily payment 25.0 % Promissory note - originated in November 2020 - 170,886 $ 4,497 .00 daily payment 25.0 % Promissory note - originated in November 2020 - 394,846 $ 6,999 .00 daily payment 25.0 % Promissory note - originated in December 2020 37,287 50,030 $ 1,854 .41 monthly payment for 36 months 8.0 % Promissory note - originated in February 2021 (3) 1,344,000 - 5 years 4.0 % Promissory note - originated in January 2021 55,168 - $ 2,675 .89 monthly payment for 36 months 18.0 % Promissory note - originated in April 2021 832,000 - 1 year 12 % Promissory note - originated in April 2021 132,559 - $ 8,284 .92 daily payment 24 % Promissory note - originated in July 2021 282,000 - 1 year 12 % Promissory note - originated in August 2021 301,106 - $ 4,842 .5 daily payment 49 % Promissory note - originated in September 2021 58,554 - $ 1,383 .56 monthly payment for 60 months 28 % 3,999,819 1,447,137 Less debt discount and debt issuance cost (956,627 ) (289,332 ) 3,043,192 1,157,805 Less current portion of promissory notes payable 1,225,672 585,310 Long-term promissory notes payable $ 1,817,520 $ 572,494 DATA443 RISK MITIGATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (1) In response to the Coronavirus (COVID-19) pandemic, the US Government passed the Coronavirus Aid, Relief, and Economic Security (CARES) Act on March 27, 2020. The CARES Act provides fast and direct economic assistance for entrepreneurs and small businesses through the US Small Business Administration (“SBA”). During the period, the Company received a loan issued under the CARES Act program - Paycheck Protection Program (“PPP”). This loan program provides small businesses with funds to pay up to 8 weeks of payroll costs including benefits. Funds can also be used to pay interest on mortgages, rent, and utilities. Under the PPP, the Company has applied to have certain amounts forgiven under the direction of the Administrator of the SBA as the Company believes it has satisfied certain criteria. Repayment of the PPP loan will commence earlier of when the SBA remits the forgiveness amount to the lender or the Maturity Date. (2) The Company received an advance under the Economic Injury Disaster Loan (EIDL) program. As the Company received an EIDL advance and a PPP loan, the EIDL advance portion will be applied against the PPP forgiveness amount as repayment to the SBA upon approval of the Company’s PPP forgiveness application. (3) On February 12, 2021, the Company issued notes payable of $ 1,404,000 to settle license fee payable of $ 1,094,691 . As a result, the Company recorded loss on settlement of debt of $ 309,309 . (4) The Company received a second advance under the EIDL program. | Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE December 31, December 31, 2020 2019 Maturity Interest Rate 10% Promissory note - originated in October 2019 $ 25,060 $ 25,060 Due on demand 10.0 % Promissory note - originated in October 2019 25,060 25,060 Due on demand 10.0 % Promissory note - originated in November 2019 - 115,000 Due on August 19, 2020 10.0 % Promissory note - originated in April 2020 10,000 - Due on demand No Paycheck Protection Program Promissory note - originated in April 2020 (1) 339,000 - 2 years 1.0 % Economic Injury Disaster Loan - originated in May 2020 (2) 150,000 - 30 years 3.75 % Promissory note - originated in June 2020 43,356 - $ 3,942 16.0 % Promissory note - originated in September 2020 80,730 - $ 2,873 36 months 14.0 % Promissory note - originated in October 2020 158,169 - $ 2,293 25.0 % Promissory note - originated in November 2020 170,886 - $ 4,497 25.0 % Promissory note - originated in November 2020 394,846 - $ 6,999 25.0 % Promissory note - originated in December 2020 50,030 - $ 1,854 36 months 8.0 % 1,447,137 165,120 Less debt discount and debt issuance cost (289,332 ) - 1,157,805 165,120 Less current portion of promissory notes payable 585,310 - Long-term promissory notes payable $ 572,495 $ 165,120 (1) In response to the Coronavirus (COVID-19) pandemic, the US Government passed the Coronavirus Aid, Relief, and Economic Security (CARES) Act on March 27, 2020. The CARES Act provides fast and direct economic assistance for entrepreneurs and small businesses through the US Small Business Administration (“SBA”). During the period, the Company received a loan issued under the CARES Act program - Paycheck Protection Program (“PPP”). This loan program provides small businesses with funds to pay up to 8 weeks of payroll costs including benefits. Funds can also be used to pay interest on mortgages, rent, and utilities. Under the PPP, the Company may apply to have certain amounts forgiven under the direction of the Administrator of the SBA providing that the Company satisfies certain criteria. Repayment of the PPP loan will commence earlier of when the SBA remits the forgiveness amount to the lender or the Maturity Date. (2) The Company received an advance under the Economic Injury Disaster Loan (EIDL) program. As the Company received an EIDL advance and a PPP loan, the EIDL advance portion will be applied against the PPP forgiveness amount as repayment to the SBA upon approval of the PPP forgiveness application. During the year ended December 31, 2020, the Company recognized interest expense of $ 34,331 534,535 During the years ended December 31, 2020 and 2019, the Company issued a total of $ 4,375,864 215,120 823,868 0 1,689,845 650,000 |
CAPITAL STOCK AND REVERSE STO_2
CAPITAL STOCK AND REVERSE STOCK SPLIT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
SUMMARY OF WARRANTS ACTIVITY | A summary of activity during the nine months ended September 30, 2021 follows: SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2020 50,000 $ 20.00 Granted 213,164 7.29 Reset feature - - Exercised (9,030 ) 5.80 Forfeited/canceled - - Outstanding, September 30, 2021 254,134 $ 9.84 | A summary of activity during the period ended December 31, 2020 follows: SUMMARY OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2018 34 $ 6.00 Granted 275 3.73 Reset feature 628 1.30 Exercised - - Forfeited/canceled - - Outstanding, December 31, 2019 937 $ 982.80 Outstanding, December 31, 2019 937 $ 982.80 Granted 50,165 28.40 Reset feature 183,352 10.20 Exercised (19,329 ) 10.20 Forfeited/canceled (165,125 ) 6.40 Outstanding, December 31, 2020 50,000 $ 20.00 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2021: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Weighted Average Remaining Weighted Number of Shares Contractual life Average Exercise Price Number of Shares Weighted Average Exercise Price 50,000 4.20 $ 20.00 - $ - 55,467 4.56 $ 15.00 - $ - 125,334 4.82 $ 4.50 - $ - 23,333 5.00 $ 4.50 - $ - | The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2020: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Weighted Average Number of Weighted Average Shares (in years) Exercise Price Shares Exercise Price 50,000 4.95 $ 20 50,000 $ 20 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
SCHEDULE OF STOCK OPTION ACTIVITY | The following summarizes the stock option activity for the nine months ended September 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted-Average Outstanding Exercise Price Balance as of December 31, 2020 5,875 $ 96.99 Grants 6,596 40.81 Exercised - - Cancelled - - Balance as of September 30, 2021 12,471 $ 67.28 | The following summarizes the stock option activity for the years ended December 31, 2020 and 2019: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted-Average Balance as of December 31, 2018 83 $ 6,900 Grants of stock options 148 2,180 Cancelled stock options (43 ) 7,640 Balance as of December 31, 2019 188 $ 3,720 Balance as of December 31, 2019 188 $ 3,720 Grants 6,252 40.81 Exercised (64 ) 4,229 Cancelled (501 ) 228.09 Balance as of December 31, 2020 5,875 $ 96.99 |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED | SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED Expected term (years) 5.74 years Expected stock price volatility 296.17 % Weighted-average risk-free interest rate 0.64 % Expected dividend $ 0.00 | SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED 2020 2019 Expected term (years) 5.7 2.8 Expected stock price volatility 316.43 % 153.58 % Weighted-average risk-free interest rate 0.40 % 1.13 % Expected dividend $ 0.00 $ 0.00 |
SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST | The following summarizes certain information about stock options vested and expected to vest as of September 30, 2021: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Weighted-Average Number of Remaining Contractual Life Weighted- Average Options (In Years) Exercise Price Outstanding 12,471 9.08 $ 67.28 Exercisable 1,948 8.62 $ 222.66 Expected to vest 10,523 9.16 $ 38.52 | The following summarizes certain information about stock options vested and expected to vest as of December 31, 2020: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Weighted-Average Number of Remaining Contractual Life Weighted- Average Options (In Years) Exercise Price Outstanding 5,875 9.51 $ 96.99 Exercisable 328 9.07 $ 851.45 Expected to vest 5,547 9.54 $ 52.41 |
SCHEDULE OF RESTRICTED STOCK ACTIVITY | The following summarizes the restricted stock activity for the nine months ended September 30, 2021: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted-Average Shares Fair Value Balance as of December 31, 2020 7,356 93.61 Shares of restricted stock granted 4,501 51.40 Exercised - - Cancelled - - Balance as of September 30, 2021 11,857 77.59 | The following summarizes the restricted stock activity for the years ended December 31, 2020 and 2019: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted-Average Shares Fair Value Balance as of December 31, 2018 63 $ 7,400 Shares of restricted stock granted 451 1,560 Exercised (131 ) 3,340 Cancelled (121 ) 1,900 Balance as of December 31, 2019 262 1,931 Balance as of December 31, 2019 262 1,931 Shares of restricted stock granted 7,131 31.64 Exercised - - Cancelled (37 ) 1,200 Balance as of December 31, 2020 7,356 93.61 |
SCHEDULE OF RESTRICTED STOCK AWARD | SCHEDULE OF RESTRICTED STOCK AWARD September 30, December 31, Number of Restricted Stock Awards 2021 2020 Vested 7,046 226 Non-vested 4,811 7,130 | SCHEDULE OF RESTRICTED STOCK AWARD December 31, December 31, Number of Restricted Stock Awards 2020 2019 Vested 226 28 Non-vested 7,130 234 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE | For the nine months ended September 30, 2021 and 2020, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE Nine Months Ended September 30, 2021 2020 (Shares) (Shares) Series A Preferred Stock 150,000,000 150,000,000 Stock options 12,471 5,664 Warrants 254,134 165,252 Convertible notes - 10,289 Preferred B stock 18,535 - Total 150,285,150 150,181,205 | For the year ended December 31, 2020 and 2019, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE Year Ended December 31, 2020 2019 (Shares) (Shares) Series A Preferred Stock 150,000,000 1,334,000 Stock options 5,875 188 Warrants - 937 Convertible notes 130,357 2,139 Total 150,136,232 1,337,264 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2020 2019 Non-operating loss carryforward $ 4,014,000 $ 3,016,000 Valuation allowance (4,014,000 ) (3,016,000 ) Net deferred tax asset $ - $ - |
SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE LOSSES BEFORE INCOME TAX | SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE LOSSES BEFORE INCOME TAX Year Ended December 31, 2020 2019 Loss for the year $ (13,907,185 ) $ (607,371 ) Income tax (recovery) at statutory rate $ (2,921,000 ) $ (128,000 ) State income tax expense, net of federal tax effect (270,000 ) (12,000 ) Permanent difference and other 2,201,000 (1,100,000 ) Change in valuation allowance 998,000 1,240,000 Income tax expense per books $ - $ - |
SCHEDULE OF ANTI-DILUTIVE BASIC
SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Earnings Per Share | 150,285,150 | 150,181,205 | 150,136,232 | 1,337,264 |
Stock Options [Member] | ||||
Antidilutive Earnings Per Share | 12,471 | 5,664 | ||
Warrant [Member] | ||||
Antidilutive Earnings Per Share | 254,134 | 165,252 | ||
Convertible Notes [Member] | ||||
Antidilutive Earnings Per Share | 10,289 | 130,357 | 2,139 | |
10% Promissory Note Originated In October 2019 [Member] | ||||
Antidilutive Earnings Per Share | 5,875 | 188 | ||
Warrants [Member] | ||||
Antidilutive Earnings Per Share | 937 | |||
Series A Preferred Stock [Member] | ||||
Antidilutive Earnings Per Share | 150,000,000 | 150,000,000 | 150,000,000 | 1,334,000 |
Preferred B Stock [Member] | ||||
Antidilutive Earnings Per Share | 18,535 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Share-based Payment Arrangement, Expense | $ 785,757 | $ 473,936 |
SUMMARY OF COMPONENTS OF PROPER
SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 562,645 | $ 424,314 | $ 118,818 |
Accumulated depreciation | (208,223) | (99,965) | (18,691) |
Property and equipment, net of accumulated depreciation | 354,422 | 324,349 | 100,127 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,991 | 2,991 | 2,991 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 559,654 | $ 421,323 | $ 115,827 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 108,258 | $ 54,226 | $ 81,274 | $ 18,691 |
Payments to Acquire Property, Plant, and Equipment | $ 138,331 | $ 95,425 | 146,400 | 10,629 |
Payments to acquire property and equipment | $ 305,496 | $ 10,629 |
SCHEDULE OF INTELLECTUAL PROPER
SCHEDULE OF INTELLECTUAL PROPERTY (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | $ 5,304,851 | $ 5,304,851 | $ 4,729,851 |
Accumulated amortization | (3,718,510) | (2,993,944) | (1,587,913) |
Intellectual property, net of accumulated amortization | 1,586,341 | 2,310,907 | 3,141,938 |
Word Press GDPR Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | 46,800 | 46,800 | 46,800 |
ARALOC [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | 1,850,000 | 1,850,000 | 1,850,000 |
ArcMail License [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | 1,445,000 | 1,445,000 | 1,445,000 |
DataExpress [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | 1,388,051 | 1,388,051 | 1,388,051 |
FileFacets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | 135,000 | 135,000 | |
IntellyWP [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | 135,000 | 135,000 | |
Resilient Network Systems [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | $ 305,000 | $ 305,000 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Remainder of fiscal year | $ 241,522 | ||
Year I | 860,484 | $ 966,088 | |
Year II | 441,585 | 860,484 | |
Year III | 27,000 | 441,584 | |
Year IV | 15,750 | 27,000 | |
Thereafter | 15,750 | ||
Total | $ 1,586,341 | $ 2,310,907 | $ 3,141,938 |
INTELLECTUAL PROPERTY (Details
INTELLECTUAL PROPERTY (Details Narrative) - USD ($) | Dec. 31, 2020 | Oct. 08, 2020 | Sep. 21, 2020 | Aug. 13, 2020 | Dec. 31, 2019 | Oct. 15, 2019 | Sep. 16, 2019 | Feb. 07, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Amortization expense | $ 724,566 | $ 1,168,259 | $ 1,406,031 | $ 1,479,446 | ||||||||
Note payable issuable for settlement of license fee payable | 1,404,000 | |||||||||||
Notes payable | $ 1,157,805 | $ 165,120 | $ 3,043,192 | $ 1,157,805 | $ 165,120 | |||||||
Stock issued for acquisition | 522,006 | 4,851 | 829,518 | 522,006 | 4,851 | |||||||
Stock issued for acquisition value | $ 522 | $ 5 | $ 830 | $ 522 | $ 5 | |||||||
Intellectual property book value after amortization | 2,490,298 | 2,490,298 | ||||||||||
Fair value of data express | 1,161,660 | $ 1,161,660 | ||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | ||||||||||||
License agreement term | 27 months | |||||||||||
License cost | $ 200,000 | |||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | File Facets [Member] | ||||||||||||
Periodic payment | 25,000 | |||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | Seven To Seventeen Months [Member] | ||||||||||||
Periodic payment | 30,000 | |||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | Final Payment [Member] | ||||||||||||
Periodic payment | $ 765,000 | |||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | Balance Payment [Member] | ||||||||||||
Periodic payment | $ 1,094,691 | |||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | July Blue Citi Note[Member] | ||||||||||||
Stock purchase rights agreement | Under the License Agreement, the Company was granted the exclusive right and license to receive all benefits from the marketing, selling and licensing, of the ArcMail business products, including, without limitation, the good will of the business. The term of the License Agreement is twenty-seven (27) months, with the following payments to be made by the Company to ArcMail: (i) $200,000 upon signing the License Agreement; (ii) monthly payments starting 30 days after the execution of the License Agreement in the amount of $25,000 per month during months 1-6; (iii) monthly payments in the amount of $30,000 per month during months 7-17; and (iii) in month 18, final payment in the amount of $765,000. As of December 31, 2019, the balance of payments due under the License Agreement was $1,094,691. In connection with the execution of the License Agreement, two other agreements were also executed: (a) a Stock Purchase Rights Agreement, under which the Company has the right, though not the obligation, to acquire 100% of the issued and outstanding shares of stock of ArcMail from Rory Welch, the CEO of ArcMail (the right can be exercised over a period of 27 months); and (b) a Business Covenants Agreement, under which ArcMail and Mr. Welch agreed to not compete with the Company’s use of the ArcMail business under the License Agreement for a period of twenty-four (24) months. | |||||||||||
Exclusive License Agreement [Member] | ||||||||||||
License agreement, amount per month | $ 1,094,691 | |||||||||||
Asset Purchase Agreement [Member] | ||||||||||||
Purchase price | $ 305,000 | |||||||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||
Amortization expense | 9,575 | |||||||||||
Asset Purchase Agreement [Member] | Payment at Closing [Member] | ||||||||||||
Purchase price | $ 125,000 | |||||||||||
Asset Purchase Agreement [Member] | DMB Grou LLC [Member] | ||||||||||||
License cost | $ 2,800,000 | |||||||||||
Approximate liabilities | 98,000 | |||||||||||
Asset Purchase Agreement [Member] | DMB Grou LLC [Member] | Originated in June 2020 One [Member] | ||||||||||||
License agreement term | 24 months | |||||||||||
Periodic payment | $ 41,661 | |||||||||||
Notes payable | $ 940,000 | |||||||||||
Rate of interest | 6.00% | |||||||||||
Stock issued for acquisition | 60,813 | |||||||||||
Stock issued for acquisition value | $ 1,350,000 | |||||||||||
Asset Purchase Agreement [Member] | DMB Grou LLC [Member] | Payment at Closing [Member] | ||||||||||||
Periodic payment | $ 410,000 | |||||||||||
Asset Purchase Agreement [Member] | DataExpress [Member] | ||||||||||||
Impairment loss | $ 0 | $ 1,328,638 | ||||||||||
Consideration paid fair value | $ 2,716,689 | |||||||||||
Asset Purchase Agreement [Member] | FileFacets [Member] | ||||||||||||
Purchase price | $ 135,000 | |||||||||||
Asset Purchase Agreement [Member] | IntellyWP [Member] | ||||||||||||
Purchase price | $ 135,000 | |||||||||||
Cash paid for certain training | 40,000 | |||||||||||
Proceeds from acquisition | 25,000 | |||||||||||
Asset Purchase Agreement [Member] | IntellyWP [Member] | Payment at Closing [Member] | ||||||||||||
Purchase price | $ 55,000 |
SUMMARY OF ACCOUNTS PAYABLE AND
SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 101,808 | $ 178,319 | $ 339,882 |
Payroll liabilities | 81,440 | 102,793 | |
Credit cards | 15,050 | 31,918 | |
Accrued dividend - preferred stock | 6,618 | 484 | |
Accrued liabilities | 87,500 | ||
Credit cards and accrued liabilities | 222,695 | 68,313 | |
Accounts payable and accrued liabilities | $ 204,916 | $ 401,014 | $ 408,195 |
SUMMARY OF CHANGES IN DEFERRED
SUMMARY OF CHANGES IN DEFERRED REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Balance, beginning of period | $ 1,518,163 | $ 953,546 | ||
Deferral of revenue | $ 2,961,749 | $ 2,418,820 | 2,153,640 | 2,961,749 |
Recognition of deferred revenue | (2,397,132) | (1,494,225) | (2,026,443) | (2,397,132) |
Balance, end of period | $ 1,518,163 | $ 953,546 | $ 1,645,360 | $ 1,518,163 |
SCHEDULE OF DEFERRED REVENUE (D
SCHEDULE OF DEFERRED REVENUE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||||
Current | $ 1,134,535 | $ 1,478,430 | $ 728,749 | |
Non-current | 510,825 | 39,733 | 224,797 | |
Deferred revenue | $ 1,645,360 | $ 1,518,163 | $ 953,546 | $ 28,951 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases | |||
Remainder of fiscal year | $ 30,900 | ||
Year I | 127,300 | $ 123,600 | |
Year II | 131,150 | 127,300 | |
Therafter | |||
Thereafter | |||
Total lease payment | 289,350 | 382,050 | |
Less: Imputed interest | (25,592) | (43,919) | |
Operating lease liabilities | 263,758 | 338,131 | |
Operating lease liability - current | 109,193 | 100,170 | $ 86,372 |
Operating lease liability - non-current | $ 154,565 | 237,961 | $ 373,000 |
Year III | $ 131,150 |
SCHEDULE OF OTHER SUPPLEMENTAL
SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases | ||
Weighted average discount rate | 8.00% | 8.00% |
Weighted average remaining lease term (years) | 2 years 3 months 14 days | 3 years 14 days |
SCHEDULE OF FUTURE MINIMUM LE_2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases | |||
Remainder of fiscal year | $ 26,633 | ||
Year I | 78,379 | $ 106,532 | |
Year II | 10,496 | 78,379 | |
Thereafter | |||
Thereafter | |||
Total finance lease payment | 115,508 | 195,407 | |
Less: Imputed interest | (8,735) | (21,733) | |
Finance lease liabilities | 106,773 | 173,674 | |
Finance lease liability - current | 80,989 | 90,565 | $ 34,425 |
Finance lease liability - non-current | $ 25,784 | 83,109 | $ 53,480 |
Year III | $ 10,496 |
SCHEDULE OF FINANCE LEASE ASSET
SCHEDULE OF FINANCE LEASE ASSETS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases | |||
Finance lease assets | $ 267,284 | $ 267,284 | $ 109,280 |
Accumulated depreciation | (126,486) | (87,337) | (17,672) |
Finance lease assets, net of accumulated depreciation | $ 140,798 | $ 179,947 | $ 91,608 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Lessee, Operating Lease, Description | We have a noncancelable operating lease for our office facility that expires in 2024. | |||
Recognized lease expense | $ 83,339 | $ 76,564 | $ 100,910 | $ 111,484 |
Security deposit | $ 10,000 | |||
Capital lease term | 3 years | 3 years | ||
Capital leases annual interest rate | 12.00% | 12.00% | ||
[custom:FinanceLeaseLiabilitiesCurrent-0] | $ 80,989 | $ 87,901 | ||
[custom:FinanceLeaseLiabilitiesNoncurrent-0] | 25,784 | 106,744 | ||
Finance lease security deposit | $ 10,944 | |||
Operating lease expire year | operating leases for our office facility that expire in 2024 | |||
Capital lease obligations current | 80,989 | $ 90,565 | 34,425 | |
Capital lease obligations noncurrent | $ 25,784 | 83,109 | 53,480 | |
Stock Purchase Rights Agreement. | ||||
Lessee, Lease, Description [Line Items] | ||||
Security deposit | 10,000 | 10,000 | ||
Finance lease security deposit | $ 10,944 | $ 10,944 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||
Convertible notes payable, Gross | $ 838,563 | $ 1,526,000 | $ 3,492,000 |
Less debt discount and debt issuance cost | (234,585) | (282,232) | (279,214) |
Convertible notes payable | 603,978 | 1,243,768 | 3,212,786 |
Less current portion of convertible notes payable | (586,663) | (1,241,412) | |
Long-term convertible notes payable | 17,315 | 2,356 | |
Less current portion of convertible notes payable | 1,243,768 | 3,212,786 | |
Long-term convertible notes payable | |||
Issued in Fiscal Year 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Gross | 100,000 | 1,526,000 | |
Issued in Fiscal Year 2021 [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Gross | $ 738,563 | ||
Settlement of accrued interest through issuance of convertible notes payable | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Gross | 1,700,000 | ||
Originated In October Two Thousand Eighteen One [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Gross | 444,150 | ||
Originated In October Two Thousand Eighteen Two [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Gross | 608,850 | ||
Originated In April Two Thousand Ninteen [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Gross | 600,000 | ||
Originated In June Two Thousand Ninteen [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Gross | 63,000 | ||
Originated In November Two Thousand Ninteen [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Gross | 38,000 | ||
Originated In December Two Thousand Ninteen [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Gross | $ 38,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) | Feb. 12, 2021USD ($) | Mar. 18, 2020shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Nov. 18, 2020USD ($)$ / sharesshares | Nov. 17, 2020USD ($) | Oct. 23, 2020USD ($) | Mar. 20, 2020USD ($) |
Short-term Debt [Line Items] | ||||||||||||
Interest expense | $ 90,421 | $ 249,907 | $ 274,857 | $ 246,914 | ||||||||
Interest Expense, Debt, Excluding Amortization | 379,890 | 1,126,906 | ||||||||||
Derivative liability | $ 340,000 | 340,000 | 947,175 | |||||||||
Convertible outstanding amount | 603,978 | 603,978 | 1,243,768 | 3,212,786 | ||||||||
Proceeds from convertible debt | 642,000 | 1,352,250 | 1,502,250 | 676,000 | ||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 78,263 | $ 8,182,966 | 1,601,521 | 12,512,125 | 14,359,446 | |||||||
Amortization of debt discount | 2,356,631 | 1,309,125 | 2,110,645 | 1,460,309 | ||||||||
Debt instrument principal amount | 832,000 | 832,000 | $ 100,000 | |||||||||
Repayments for related party | 537,874 | 691,911 | 976,257 | 371,623 | ||||||||
Loss on settlement of debt | $ 309,309 | $ (191,833) | (227,501) | $ (245,833) | (82,337) | (1,271,329) | ||||||
Debt conversion price | $ / shares | $ 0.01 | |||||||||||
Number of warrants agreed to exchange | shares | 309 | |||||||||||
Outstanding notes | 1,817,520 | 1,817,520 | 572,495 | |||||||||
Fair value of derivative liability | 727,767 | 727,767 | 10,854,214 | |||||||||
Loss on derivative | 384,767 | $ 9,907,039 | ||||||||||
Granite Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument principal amount | $ 125,000 | |||||||||||
Granite Warrant [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt converted into common stock, shares | shares | 125 | |||||||||||
Exchange Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt conversion, description | Conversions into common stock under the Exchange Note shall be effected at the lowest closing stock price during the five (5) days preceding any conversion, with -0- discount and a conversion price not below $14 | |||||||||||
Debt instrument principal amount | $ 325,000 | |||||||||||
Debt instrument description | Principal balance of $325,000, which includes all accrued and unpaid interest on the Granite Note; No further interest shall accrue so long as there is no event of default | |||||||||||
Debt Instrument, Maturity Date | Sep. 30, 2021 | |||||||||||
Agreement With Smea2z LLC [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument principal amount | $ 400,000 | $ 220,000 | ||||||||||
Cash Paid for certain training. | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument principal amount | $ 608,850 | |||||||||||
Exchange Note Two [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt conversion, description | Typical events of default for such a note, as well as a default in the event the closing price for the Company’s common stock is less than | |||||||||||
Debt conversion price | $ / shares | $ 7 | |||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2021 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument principal amount | $ 81,000 | |||||||||||
Repayments for related party | 135,000 | |||||||||||
Due to related party | 135,000 | |||||||||||
Loss on settlement of debt | 54,000 | |||||||||||
Interest Expense [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Amortization of debt discount | $ 1,576,907 | $ 1,460,309 | ||||||||||
Minimum [Member] | Exchange Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt conversion price | $ / shares | $ 14 | |||||||||||
Convertible Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt converted into common stock | $ 1,370,150 | $ 3,811,434 | ||||||||||
Debt converted into common stock, shares | shares | 115,859 | 406,475 | ||||||||||
Derivative liability | 231,371 | $ 231,371 | $ 10,548,012 | |||||||||
Convertible Note [Member] | Lender [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument principal amount | 150,000 | |||||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Convertible outstanding amount | $ 2,466,500 | |||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders at issuance date, after maturity date or 6 months after issuance date. | |||||||||||
Debt conversion, description | Conversion prices are typically based on the discounted (25% to 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price ranging from $0.001 to $0.007. Certain note has a fixed conversion price of $0.5 for a first 5 months Certain note allows the principal amount will increase by $15,000 and the discount rate of conversion price will decrease by 18% if the conversion price is less than $$0.01. | |||||||||||
Debt instrument description | Conversion prices are typically based on the discounted (25% to 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price ranging from | |||||||||||
Outstanding notes | $ 1,526,000 | |||||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Minimum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument term | 5 months | |||||||||||
Debt interest rate | 0.00% | |||||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Maximum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument term | 60 months | |||||||||||
Debt interest rate | 25.00% | |||||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Convertible outstanding amount | 697,000 | $ 697,000 | ||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders after varying dates. | |||||||||||
Debt conversion, description | Conversion prices are typically based on the discounted (39% discount) average closing prices or lowest trading prices of the Company’s shares during 20 periods prior to conversion. Certain note has a fixed conversion price $3.50. | |||||||||||
Proceeds from convertible debt | $ 642,000 | |||||||||||
Debt Issuance Costs, Net | $ 55,000 | $ 55,000 | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 11,298 | |||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 133,663 | |||||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Minimum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument term | 90 days | |||||||||||
Debt interest rate | 5.00% | 5.00% | ||||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Maximum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument term | 12 months | |||||||||||
Debt interest rate | 22.00% | 22.00% | ||||||||||
Promissory Note - Originated In May 2020 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt interest rate | 12.00% | |||||||||||
Debt instrument maturity date, description | (i) January 12, 2020 or April 15, 2020 or (ii) any event of default under the note. | |||||||||||
Debt conversion, description | The conversion price shall be equal to 60% of the lesser of the lowest trading price of the Company’s common stock for (i) the 20 days immediately preceding December 31, 2019 or (ii) the 20 days immediately preceding the date of conversion. | |||||||||||
Loss on settlement of debt | $ 1,206,329 | |||||||||||
Promissory Note - Originated In May 2020 [Member] | Minimum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument term | 4 months | |||||||||||
Promissory Note - Originated In May 2020 [Member] | Maximum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument term | 15 months | |||||||||||
Promissory Note - Originated In June 2020 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Convertible outstanding amount | $ 739,000 | |||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders at 4 months or 180 days after issuance date. | |||||||||||
Debt conversion, description | Conversion prices are typically based on the discounted (39% to 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. | |||||||||||
Proceeds from convertible debt | $ 676,000 | |||||||||||
Debt instrument principal amount | $ 15,000 | |||||||||||
Debt conversion price | $ / shares | $ 10 | |||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.10 | |||||||||||
Original issue discounts and financing costs | $ 63,000 | |||||||||||
Promissory Note - Originated In June 2020 [Member] | Minimum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt interest rate | 10.00% | |||||||||||
Promissory Note - Originated In June 2020 [Member] | Maximum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt interest rate | 12.00% |
SCHEDULE OF FAIR VALUE OF LIABI
SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Measurement Input, Expected Term [Member] | Minimum [Member] | |||
Derivative [Line Items] | |||
Expected term | 5 months 23 days | 7 days | 3 months |
Measurement Input, Expected Term [Member] | Maximum [Member] | |||
Derivative [Line Items] | |||
Expected term | 1 year 11 months 8 days | 5 years | 5 years |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |||
Derivative [Line Items] | |||
Derivative liability, measurement input | 1.60 | 1.87 | 1.60 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |||
Derivative [Line Items] | |||
Derivative liability, measurement input | 3.02 | 4.64 | 3.05 |
Measurement Input, Expected Dividend Rate [Member] | |||
Derivative [Line Items] | |||
Derivative liability, measurement input | 0 | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||
Derivative [Line Items] | |||
Derivative liability, measurement input | 0.0004 | 0.0001 | 0.0155 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||
Derivative [Line Items] | |||
Derivative liability, measurement input | 0.0016 | 0.0157 | 0.0250 |
SCHEDULE OF CHANGES IN DERIVATI
SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Derivative liability beginning | $ 947,175 | |||||
Change in derivative liabilities recognized as loss on derivative | $ (68,199) | $ (420,070) | (431,853) | $ (9,698,885) | $ (7,406,416) | $ 7,238,498 |
Derivative liability ending | 340,000 | 340,000 | 947,175 | |||
Fair Value, Inputs, Level 3 [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Derivative liability beginning | $ 2,601,277 | 2,601,277 | 12,447,109 | |||
Addition of new derivatives recognized as debt discounts | 340,000 | 947,175 | 606,000 | |||
Addition of new derivatives recognized as day-one loss | 384,767 | 9,907,039 | 1,544,785 | |||
Derivative liabilities settled upon conversion of convertible note | (731,860) | (10,954,868) | (3,130,000) | |||
Reclassification to common stock payable | (39,993) | |||||
Change in derivative liabilities recognized as loss on derivative | 47,086 | (2,500,623) | (8,783,283) | |||
Derivative liability ending | 2,601,277 | |||||
Reclassification from APIC to derivative due to tainted instruments | 167,544 | |||||
Reclassification to APIC from derivative due to not tainted instruments | $ (250,878) |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||
Derivative Liability, Fair Value, Gross Liability | $ 727,767 | $ 727,767 | $ 10,854,214 | |||
Derivative Liability | 340,000 | 340,000 | 947,175 | |||
Derivative, Loss on Derivative | 384,767 | 9,907,039 | ||||
Derivative, gain (loss) on derivative, net | 68,199 | $ 420,070 | 431,853 | $ 9,698,885 | 7,406,416 | $ (7,238,498) |
Derivative, gain (loss) on derivative, net | $ (68,199) | $ (420,070) | $ (431,853) | $ (9,698,885) | $ (7,406,416) | $ 7,238,498 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 3,999,819 | $ 1,447,137 | $ 165,120 |
Less debt discount and debt issuance cost | (956,627) | (289,332) | |
Promissory notes payable | 3,043,192 | 1,157,805 | 165,120 |
Less current portion of promissory notes payable | 1,225,672 | 585,310 | 165,120 |
Long-term promissory notes payable | 1,817,520 | 572,494 | |
Less debt discount and debt issuance cost | 956,627 | 289,332 | |
Less current portion of Promissory notes payable | 585,310 | ||
Long-term Promissory notes payable | 572,495 | 165,120 | |
10% Promissory Note Originated in October 2019 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | 25,060 | $ 25,060 | $ 25,060 |
Maturity | Due on demand | Due on demand | |
Interest Rate | 10.00% | 10.00% | |
Promissory Note Originated in October 2019 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | 25,060 | $ 25,060 | |
Maturity | Due on demand | ||
Interest Rate | 10.00% | ||
Promissory Note - Originated in April 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | 10,000 | $ 10,000 | |
Maturity | Due on demand | Due on demand | |
Interest Rate | 0.00% | 0.00% | |
Paycheck Protection Program Promissory Note - Originated in April 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | 339,000 | $ 339,000 | |
Maturity | 2 years | 2 years | |
Interest Rate | 1.00% | 1.00% | |
Economic Injury Disaster Loan - Originated in May 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | 500,000 | $ 150,000 | |
Maturity | 30 years | 30 years | |
Interest Rate | 3.75% | 3.75% | |
Promissory Note - Originated in June 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 43,356 | ||
Interest Rate | 16.00% | 16.00% | |
Daily/monthly payment | $ 3,942 | $ 3,942 | |
Promissory Note - Originated in September 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | 58,025 | $ 80,730 | |
Maturity | 36 months | 36 months | |
Interest Rate | 14.00% | 14.00% | |
Daily/monthly payment | $ 2,873 | $ 2,873 | |
Promissory Note - Originated in October 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 158,169 | ||
Interest Rate | 25.00% | 25.00% | |
Daily/monthly payment | $ 2,293 | $ 2,293 | |
Promissory Note - Originated in November 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 170,886 | ||
Interest Rate | 25.00% | 25.00% | 25.00% |
Daily/monthly payment | $ 4,497 | $ 4,497 | |
Promissory Note - Originated in November 2020 One [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 394,846 | ||
Interest Rate | 25.00% | 25.00% | |
Daily/monthly payment | 6,999 | $ 6,999 | $ 6,999 |
Promissory Note - Originated in December 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | 37,287 | $ 50,030 | |
Maturity | 36 months | 36 months | |
Interest Rate | 8.00% | 8.00% | |
Daily/monthly payment | 1,854 | $ 1,854 | $ 1,854 |
Promissory Note Originated In February Two Thousand And Twenty One [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 1,344,000 | ||
Maturity | 5 years | ||
Interest Rate | 4.00% | ||
Promissory Note - Originated in January 2021 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 55,168 | ||
Maturity | 36 months | ||
Interest Rate | 18.00% | ||
Daily/monthly payment | $ 2,675 | ||
Promissory Note Originated in April Two Thousand and Twenty One Two [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 832,000 | ||
Maturity | 1 year | ||
Interest Rate | 12.00% | ||
Promissory Note Originated in April Two Thousand and Twenty One Two One [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 132,559 | ||
Interest Rate | 24.00% | ||
Daily/monthly payment | $ 8,284 | ||
Promissory Note Originated in July Two Thousand and Twenty One [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 282,000 | ||
Maturity | 1 year | ||
Interest Rate | 12.00% | ||
Promissory Note Originated in August Two Thousand and Twenty One [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 301,106 | ||
Interest Rate | 49.00% | ||
Daily/monthly payment | $ 4,842 | ||
Promissory Note Originated in September Two Thousand and Twenty One [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 58,554 | ||
Maturity | 60 months | ||
Interest Rate | 28.00% | ||
Daily/monthly payment | $ 1,383 | ||
Promissory Note - Originated In April 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 25,060 | $ 25,060 | |
Maturity | Due on demand | Due on demand | |
Interest Rate | 10.00% | 10.00% | |
Promissory Note - Originated In November 2019 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 115,000 | ||
Maturity | Due on August 19, 2020 | Due on August 19, 2020 | |
Interest Rate | 1000.00% | 1000.00% |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | Feb. 12, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Notes Payable | |||||||
[custom:NotePayableIssuedForSettlementOfLicenseFeePayable] | $ 1,404,000 | $ 1,404,000 | |||||
[custom:LicenseFeePayable-0] | 1,094,691 | $ 1,094,691 | $ 1,094,691 | ||||
Gain (Loss) on Extinguishment of Debt | $ 309,309 | $ (191,833) | $ (227,501) | $ (245,833) | $ (82,337) | $ (1,271,329) |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||||
Interest expense | $ 90,421 | $ 249,907 | $ 274,857 | $ 246,914 |
Amortization of debt discount | 2,356,631 | 1,309,125 | 2,110,645 | 1,460,309 |
Note issued | 3,712,775 | 1,168,664 | 2,147,996 | 215,120 |
Repayment of notes payable | 3,953,371 | 685,295 | 1,689,846 | 650,000 |
Notes Payable, Other Payables [Member] | ||||
Short-term Debt [Line Items] | ||||
Interest expense | 202,657 | 22,775 | 34,331 | |
Amortization of debt discount | $ 1,721,983 | $ 182,219 | 534,535 | |
Note issued | 4,375,864 | 215,120 | ||
Debt discount | 823,868 | 0 | ||
Repayment of notes payable | $ 1,689,845 | $ 650,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Sep. 30, 2021 | Nov. 18, 2020 | Sep. 16, 2019 |
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 832,000 | $ 100,000 | |
D M B Note [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 940,000 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Warrants Outstanding Beginning balance, Shares | 50,000 | ||
Warrants Outstanding Beginning balance, Weighted Average Exercise Price | $ 20 | ||
Warrants Granted, Shares | 213,164 | 50,165 | 275 |
Warrants Granted, Weighted Average Exercise Price | $ 7.29 | $ 28.40 | $ 3.73 |
Warrants Reset feature, Shares | 183,352 | 628 | |
Warrants Reset feature, Weighted Average Exercise Price | $ 10.20 | $ 1.30 | |
Warrants Exercised, Shares | (9,030) | (19,329) | |
Warrants Exercised, Weighted Average Exercise Price | $ 5.80 | $ 10.20 | |
Warrants Forfeited/canceled, Shares | 165,125 | ||
Warrants Forfeited/canceled, Weighted Average Exercise Price | $ 6.40 | ||
Warrants Outstanding Ending balance, Shares | 254,134 | 50,000 | |
Warrants Outstanding Ending balance, Weighted Average Exercise Price | $ 9.84 | $ 20 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of Shares, Warrants Outstanding | 50,000 | 937 | 34 | |
Weighted Average Remaining Contractual life, Warrants Outstanding | 4 years 11 months 12 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 20 | |||
Number of Shares, Warrants Exercisable | 50,000 | |||
Weighted Average Exercise Price, Warrants Exercisable | $ 20 | |||
Warrant One [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of Shares, Warrants Outstanding | 50,000 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 4 years 2 months 12 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 20 | |||
Number of Shares, Warrants Exercisable | ||||
Weighted Average Exercise Price, Warrants Exercisable | ||||
Warrant Two [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of Shares, Warrants Outstanding | 55,467 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 4 years 6 months 21 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 15 | |||
Number of Shares, Warrants Exercisable | ||||
Weighted Average Exercise Price, Warrants Exercisable | ||||
Warrant Three [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of Shares, Warrants Outstanding | 125,334 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 4 years 9 months 25 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 4.50 | |||
Number of Shares, Warrants Exercisable | ||||
Weighted Average Exercise Price, Warrants Exercisable | ||||
Warrant Four [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of Shares, Warrants Outstanding | 23,333 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 5 years | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 4.50 | |||
Number of Shares, Warrants Exercisable | ||||
Weighted Average Exercise Price, Warrants Exercisable |
CAPITAL STOCK AND REVERSE STO_3
CAPITAL STOCK AND REVERSE STOCK SPLIT (Details Narrative) - USD ($) | Aug. 30, 2021 | Aug. 24, 2021 | Aug. 23, 2021 | Aug. 05, 2021 | Jun. 10, 2021 | Feb. 19, 2021 | Oct. 14, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 21, 2021 | Apr. 20, 2021 | Dec. 15, 2020 | Dec. 11, 2020 | Nov. 25, 2020 | Nov. 18, 2020 | Aug. 17, 2020 | Apr. 15, 2020 | Mar. 05, 2020 |
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 1,800,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 3,800,000,000 | 1,800,000,000 | 1,800,000,000 | 1,500,000,000 | 750,000,000 | 250,000,000 | |||||||||||
[custom:CommonStockAuthorizedReduction-0] | 1,000,000,000 | |||||||||||||||||||||
Reverse stock split | common stock in a ratio of 1-for-2,000. The preferred stock of the Company was not changed. The 1-for-2,000 Reverse Stock split was processed by FINRA and became effective at the start of trading on July 1, 2021. As a result of the Reverse Stock Split, every 2,000 shares of the Company’s issued and outstanding common stock, par value $0.001 per share, were converted into one (1) share of common stock, par value $0.001 per share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by 2,000 will have the number of post-Reverse Stock Split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. | not less than 1-for-10 and not more than 1-for-2,000 | 1-for-750 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 846,801 | $ 500,000 | ||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Shares, Issued | 829,518 | 829,518 | 522,006 | |||||||||||||||||||
Debt Issuance Costs, Gross | $ 10,000 | $ 10,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 143,199 | $ 143,199 | ||||||||||||||||||||
Common stock issued for cashless warrant | 8,923 | 8,923 | ||||||||||||||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 6,624 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 213,164 | 50,165 | 275 | |||||||||||||||||||
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentAwardNonOptionsGrantsInPeriodWeightedAverageExercisePrice] | $ 7.29 | $ 28.40 | $ 3.73 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 832,000 | $ 832,000 | $ 100,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred stock, shares authorized | 337,500 | 337,500 | 337,500 | 337,500 | ||||||||||||||||||
Common stock, shares authorized | 1,800,000,000 | |||||||||||||||||||||
Common stock, shares issued | 829,518 | 829,518 | 522,006 | 4,851 | ||||||||||||||||||
Common stock, shares outstanding | 4,851 | |||||||||||||||||||||
Number of warrants to acquire common stock, shares | 309 | |||||||||||||||||||||
Warrants cancelled | 165,125 | |||||||||||||||||||||
Warrants weighted average exercise price | $ 9.84 | $ 9.84 | $ 20 | |||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 81,000 | |||||||||||||||||||||
Holders [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrants outstanding | 165,125 | |||||||||||||||||||||
Loss on settlement in exchange of warrants | $ 100,000 | |||||||||||||||||||||
Warrant One [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 55,467 | |||||||||||||||||||||
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentAwardNonOptionsGrantsInPeriodWeightedAverageExercisePrice] | $ 15 | |||||||||||||||||||||
Warrant Two [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 55,467 | |||||||||||||||||||||
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentAwardNonOptionsGrantsInPeriodWeightedAverageExercisePrice] | $ 15 | |||||||||||||||||||||
Warrant Three [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 125,334 | |||||||||||||||||||||
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentAwardNonOptionsGrantsInPeriodWeightedAverageExercisePrice] | $ 4.50 | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 282,000 | $ 282,000 | ||||||||||||||||||||
Warrant Four [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 22,333 | |||||||||||||||||||||
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentAwardNonOptionsGrantsInPeriodWeightedAverageExercisePrice] | $ 4.50 | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 282,000 | $ 282,000 | ||||||||||||||||||||
Commercial Paper [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of Stock, Shares Issued | 11,298 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Shares issued during the period, New issues | 83,336 | 5,968 | 279 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 83 | $ 1 | ||||||||||||||||||||
Common stock issued for conversion of debt | 14,112 | 211,284 | 115,860 | 278,294 | 406,475 | |||||||||||||||||
Conversion of Stock, Shares Converted | 9,802 | 12,535 | 10,446 | |||||||||||||||||||
Shares issued for service | 14,357 | |||||||||||||||||||||
Common stock issued for cashless warrant | 19,006 | |||||||||||||||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 5,955 | 6,624 | 877 | |||||||||||||||||||
Common stock voting rights | All shares have equal voting rights, are non-assessable, and have one vote per share. | |||||||||||||||||||||
Stock issued for settlement of stock payable for acquistion | 60,813 | |||||||||||||||||||||
Shares issued for the settlement of stock subscription, shares | 750 | |||||||||||||||||||||
Share-based compensation, shares | 625 | 9,793 | 6,218 | 20,575 | ||||||||||||||||||
Stock issued for asset purchase | 9,575 | |||||||||||||||||||||
Common Stock [Member] | Convertible Debt [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock issued for conversion of debt | 406,475 | |||||||||||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Shares issued during the period, New issues | 3,000 | |||||||||||||||||||||
Common Stock [Member] | Chief Financial Officer [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share-based compensation, shares | 250 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of warrants to acquire common stock, shares | 165 | |||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||
Warrants exercise price | $ 1,000 | |||||||||||||||||||||
Warrants cancelled | 125 | |||||||||||||||||||||
Increase in warrants | 183,353 | |||||||||||||||||||||
Warrants exercisable | 184,455 | |||||||||||||||||||||
Warrants weighted average exercise price | $ 10.2 | |||||||||||||||||||||
Shares Issued for Conversion of Debt [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock issued for conversion of debt | 115,860 | |||||||||||||||||||||
Shares Issuance for Cash [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Shares issued during the period, New issues | 83,336 | |||||||||||||||||||||
Shares Issuance for Cash [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | |||||||||||||||||||||
Common Stock Purchase Agreement [Member] | Triton Funds L P [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock issued for cashless warrant | 10,000 | |||||||||||||||||||||
Number of warrants to acquire common stock, shares | 50,000 | |||||||||||||||||||||
Warrants exercise price | $ 20 | |||||||||||||||||||||
Warrants to purchase common stock | $ 1,000,000 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares outstanding | 150,000 | 150,000 | 150,000 | 1,334 | ||||||||||||||||||
Debt converted of common stock, shares | 1,000 | |||||||||||||||||||||
Preferred Stock, Voting Rights | entitled to vote 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. | |||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Preferred stock, shares authorized | 150,000 | 150,000 | 150,000 | 150,000 | ||||||||||||||||||
Preferred stock, shares issued | 150,000 | 150,000 | 150,000 | 1,334 | ||||||||||||||||||
Preferred stock voting rights | entitled to vote 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. | |||||||||||||||||||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Shares issued during the period, New issues | 148,666 | |||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares outstanding | 28,175 | 28,175 | 5,300 | 0 | ||||||||||||||||||
Preferred stock, stated value | $ 10 | |||||||||||||||||||||
Preferred stock, dividend rate | 9.00% | 9.00% | ||||||||||||||||||||
Shares issued during the period, New issues | 41,775 | |||||||||||||||||||||
Common stock issued for conversion of debt | 6,560 | |||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 65,600 | |||||||||||||||||||||
Conversion of Stock, Shares Converted | 2,300 | 3,000 | 2,500 | 25,200 | ||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||
Preferred stock, shares authorized | 80,000 | 80,000 | ||||||||||||||||||||
Preferred stock, shares issued | 5,300 | 0 | ||||||||||||||||||||
Preferred stock, description | Each share of Series B (i) has a stated value of Ten Dollars ($10.00) per share; (ii) are convertible into common stock at a price per share equal to sixty one percent (61%) of the lowest price for the Company’s common stock during the twenty (20) day of trading preceding the date of the conversion; (iii) earn dividends at the rate of nine percent (9%) per annum; and, (iv) generally have no voting rights. | |||||||||||||||||||||
Series B Preferred Stock [Member] | Geneva Roth Remark Holdings, Inc [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Shares issued during the period, New issues | 5,375 | 5,300 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 53,750 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Issuance of Shares [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Shares issued during the period, New issues | 41,375 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 390,000 | |||||||||||||||||||||
Debt Issuance Costs, Net | $ 24,750 | $ 24,750 | ||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of Stock, Shares Issued | 71,678 | |||||||||||||||||||||
Shares issued for service | 9,793 | |||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
[custom:CommonStockAuthorizedReduction-0] | 10,000,000 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
[custom:CommonStockAuthorizedReduction-0] | 1,000,000,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Employees Consultants and Advisors [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Options Outstanding, Balance Beginning | 5,875 | ||
Weighted-Average Exercise Price, Balance Beginning | $ 96.99 | ||
Options Outstanding, Grants | 6,596 | 6,252 | 148 |
Weighted-Average Exercise Price, Grants | $ 40.81 | $ 40.81 | $ 2,180 |
Options Outstanding, Exercised | 64 | ||
Weighted-Average Exercise Price, Exercised | $ 4,229 | ||
Options Outstanding, Cancelled | 501 | 43 | |
Weighted-Average Exercise Price, Cancelled/expired | $ 228.09 | $ 7,640 | |
Options Outstanding, Balance Ending | 12,471 | 5,875 | |
Weighted-Average Exercise Price, Balance Ending | $ 67.28 | $ 96.99 | |
Options Outstanding, Balance Beginning | 5,875 | 188 | 83 |
Weighted-Average Exercise Price, Balance Beginning | $ 96.99 | $ 3,720 | $ 6,900 |
Options Outstanding, Cancelled of stock options | (501) | (43) | |
Options Outstanding, Balance Ending | 5,875 | 188 | |
Weighted-Average Exercise Price, Balance Ending | $ 96.99 | $ 3,720 | |
Options Outstanding, Exercised | (64) |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED (Details) - Stock Options [Member] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Option Indexed to Issuer's Equity [Line Items] | |||
Expected term (years) | 5 years 8 months 26 days | 5 years 8 months 12 days | 2 years 9 months 18 days |
Expected stock price volatility | 296.17% | 316.43% | 153.58% |
Weighted-average risk-free interest rate | 0.64% | 0.40% | 1.13% |
Expected dividend | 0.00% | 0.00% | 0.00% |
SCHEDULE OF STOCK OPTIONS VESTE
SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Options, Outstanding | 12,471 | 5,875 |
Weighted-Average Remaining Contractual Life (In Years), Outstanding | 9 years 29 days | 9 years 6 months 3 days |
Weighted-Average Exercise Price, Outstanding | $ 67.28 | $ 96.99 |
Number of Options, Exercisable | 1,948 | 328 |
Weighted-Average Remaining Contractual Life (In Years), Exercisable | 8 years 7 months 13 days | 9 years 25 days |
Weighted-Average Exercise Price, Exercisable | $ 222.66 | $ 851.45 |
Number of Options, Expected to vest | 10,523 | 5,547 |
Weighted-Average Remaining Contractual Life (In Years), Expected to vest | 9 years 1 month 28 days | 9 years 6 months 14 days |
Weighted-Average Exercise Price, Expected to vest | $ 38.52 | $ 52.41 |
SCHEDULE OF RESTRICTED STOCK AC
SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Restricted Stock, Exercised | 9,030 | 19,329 | |
Number of Restricted Stock, Exercised | (9,030) | (19,329) | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Restricted Stock, Balance Beginning | 7,356 | ||
Weighted-Average Fair Value of Restricted Stock, Balance Beginning | $ 93.61 | ||
Number of Restricted Stock, Shares of restricted stock granted | 4,501 | 7,131 | 451 |
Weighted-Average Fair Value of Restricted Stock, Shares of restricted stock granted | $ 51.40 | $ 31.64 | $ 1,560 |
Number of Restricted Stock, Exercised | 131 | ||
Weighted-Average Fair Value of Restricted Stock, Exercised | $ 3,340 | ||
Number of Restricted Stock, Cancelled | 37 | 121 | |
Weighted-Average Fair Value of Restricted Stock, Cancelled/expired | $ 1,200 | $ 1,900 | |
Number of Restricted Stock, Balance Ending | 11,857 | 7,356 | |
Weighted-Average Fair Value of Restricted Stock, Balance Ending | $ 77.59 | $ 93.61 | |
Number of Restricted Stock, Balance Beginning | 7,356 | 262 | 63 |
Weighted-Average Fair Value of Restricted Stock, Balance Beginning | $ 93.61 | $ 1,931 | $ 7,400 |
Number of Restricted Stock, Exercised | (131) | ||
Number of Restricted Stock, Cancelled | (37) | (121) | |
Number of Restricted Stock, Balance Ending | 7,356 | 262 | |
Weighted-Average Fair Value of Restricted Stock, Balance Ending | $ 93.61 | $ 1,931 |
SCHEDULE OF RESTRICTED STOCK AW
SCHEDULE OF RESTRICTED STOCK AWARD (Details) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Restricted Stock Awards, Vested | 7,046 | 226 | |
Number of Restricted Stock Awards, Non-vested | 4,811 | 7,130 | |
Penalty Note [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Restricted Stock Awards, Vested | 226 | 28 | |
Number of Restricted Stock Awards, Non-vested | 7,130 | 234 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock [Member] | |||
Option Indexed to Issuer's Equity [Line Items] | |||
Unrecognized compensation and non-vested | $ 44,122 | $ 144,964 | $ 147,743 |
Share-based compensation, vesting period | 1 year | ||
Maximum [Member] | Restricted Stock [Member] | |||
Option Indexed to Issuer's Equity [Line Items] | |||
Share-based compensation, expiration term | 10 years | ||
Stock Options [Member] | |||
Option Indexed to Issuer's Equity [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-year | ||
Weighted average granted date fair value stock options granted | $ 43.01 | $ 40 | $ 1,440 |
Fair value of option vested | $ 284,000 | $ 251,117 | $ 211,838 |
Unrecognized compensation and non-vested | $ 333,206 | $ 211,661 | $ 18,229 |
Share-based compensation, vesting period | 1 year | ||
Stock Options [Member] | Maximum [Member] | |||
Option Indexed to Issuer's Equity [Line Items] | |||
Share-based compensation, expiration term | 10 years | 10 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Feb. 12, 2021 | Jan. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 16, 2019 |
Related Party Transaction [Line Items] | |||||||||
Notes payable | $ 3,043,192 | $ 3,043,192 | $ 1,157,805 | $ 165,120 | |||||
Due to related party | 389,229 | 389,229 | 561,230 | 1,103,314 | |||||
Repayment of notes payable | 3,953,371 | $ 685,295 | 1,689,846 | 650,000 | |||||
Borrowings | 365,873 | 241,942 | 299,173 | 12,900 | |||||
Operating expenses | 1,150,353 | $ 861,215 | 4,039,958 | 4,100,856 | 6,071,597 | 5,270,386 | |||
Loss on settlement of debt | $ 309,309 | $ (191,833) | (227,501) | $ (245,833) | (82,337) | (1,271,329) | |||
Mr Remillard [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchase consideration, common stock issuable | 800 | ||||||||
Mr Remillard [Member] | Myriad Software Productions L L C [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage | 100.00% | ||||||||
Purchase consideration | $ 1,500,000 | ||||||||
Purchase consideration, paid at closing | 50,000 | ||||||||
Purchase consideration, promissory note | 250,000 | ||||||||
Purchase consideration, common stock shares issuable | $ 1,200,000 | ||||||||
Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Borrowings | 231,150 | 12,900 | |||||||
Operating expenses | 134,723 | 299,173 | 137,264 | ||||||
Repayment of debt | 378,143 | 303,079 | 162,495 | ||||||
Convertible note | 81,000 | ||||||||
Prepayment penalty | 54,000 | ||||||||
Loss on settlement of debt | 54,000 | ||||||||
Chief Executive Officer [Member] | Convertible Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Repayment of debt | $ 135,000 | ||||||||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued during the period, New issues | 148,666 | ||||||||
DMB Group LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related party | $ 561,230 | 1,103,314 | |||||||
Asset Purchase Agreement [Member] | DMB Group LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable | $ 245,652 | 245,652 | 405,382 | $ 828,561 | $ 940,000 | ||||
Due to related party | $ 97,689 | ||||||||
Repayment of notes payable | 159,731 | 458,275 | |||||||
Interest expenses | $ 6,915 | $ 35,096 | |||||||
Share Settlement Agreement [Member] | Series A Preferred Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued during the period, New issues | 144,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Dec. 01, 2021 | Nov. 18, 2021 | Nov. 15, 2021 | Nov. 08, 2021 | Oct. 27, 2021 | Oct. 19, 2021 | Oct. 04, 2021 | Sep. 10, 2021 | Aug. 30, 2021 | Aug. 24, 2021 | Aug. 23, 2021 | Aug. 05, 2021 | Jul. 16, 2021 | Jul. 12, 2021 | Jul. 07, 2021 | Jun. 02, 2021 | May 13, 2021 | Mar. 24, 2021 | Mar. 16, 2021 | Mar. 15, 2021 | Feb. 19, 2021 | Jan. 06, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 18, 2020 |
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 832,000 | $ 100,000 | |||||||||||||||||||||||||
[custom:DebtDiscountAndDebtIssuanceCost-0] | 234,585 | $ 282,232 | $ 279,214 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 309 | ||||||||||||||||||||||||||
Number of purchased value | 846,801 | 500,000 | |||||||||||||||||||||||||
Proceeds from issuance of stock value | $ 390,000 | $ 50,000 | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 2,300 | 3,000 | 2,500 | 25,200 | |||||||||||||||||||||||
Number of purchased share | 41,775 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Geneva Roth Remark Holdings, Inc [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of purchased share | 5,375 | 5,300 | |||||||||||||||||||||||||
Number of purchased value | $ 53,750 | ||||||||||||||||||||||||||
Proceeds from issuance of stock value | $ 50,000 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 71,678 | ||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 3,375 | $ 2,000 | $ 30,000 | $ 30,000 | |||||||||||||||||||||||
Conversion of Stock, Shares Issued | 35,912 | 18,033 | 24,287 | 20,281 | |||||||||||||||||||||||
Proceeds from issuance of stock value | $ 110,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Purchased Agreement [Member] | Geneva Roth Remark Holdings, Inc [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of purchased share | 4,875 | 5,375 | 5,375 | ||||||||||||||||||||||||
Number of purchased value | $ 48,750 | ||||||||||||||||||||||||||
Proceeds from issuance of stock value | $ 45,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | Senior Secured Promissory Note [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Debt Issuance Costs, Net | $ 28,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Senior Secured Promissory Note [Member] | Purchase Agreement [Member] | Mast Hill Fund L.P. [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | 444,444 | ||||||||||||||||||||||||||
Proceeds from Issuance of Senior Long-term Debt | 3,650,000 | ||||||||||||||||||||||||||
[custom:DebtDiscountAndDebtIssuanceCost-0] | 40,000 | ||||||||||||||||||||||||||
Legal Fees | $ 7,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||
Debt Instrument, Payment Terms | Repayment of all amounts due under the Note shall be tendered on the 12-month anniversary of the Note, though certain amounts are due earlier upon the closing certain designated investments. The Note may be prepaid in whole at any time without prepayment penalty or premium. If the Company fails to meet its obligations under the terms of the Note, the Note shall become immediately due and payable and subject to penalties provided for in the Note. Upon an event of default under the Note, Mast Hill may also convert all amounts due thereunder into shares of the Company’s common stock at a price of $4.00 per share. | ||||||||||||||||||||||||||
Subsequent Event [Member] | Second Warrant [Member] | Security Agreement [Member] | Mast Hill Fund L.P. [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 161,616 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.20 | ||||||||||||||||||||||||||
Subsequent Event [Member] | First Warrant [Member] | Security Agreement [Member] | Mast Hill Fund L.P. [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 161,616 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.20 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 3,375 | 2,000 | 3,300 | 2,000 | 1,800 | 5,300 | 2,060 | 4,500 | |||||||||||||||||||
Number of purchased share | 4,375 | 5,375 | 5,300 | 7,800 | 3,800 | ||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Purchased Agreement [Member] | Geneva Roth Remark Holdings, Inc [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of purchased share | 48,750 | 53,750 | 53,750 | ||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 18,535 | 1,758 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 0 | $ 0 | ||
Allowance for doubtful accounts | 0 | 0 | ||
Share-based compensation expense | $ 785,757 | $ 632,580 | $ 1,349,646 | $ 869,960 |
Income tax, likelihood description | The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement | |||
Estimated useful lives of property and equipment | 7 years | |||
Number of operating segments | Segment | 1 | |||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives of property and equipment | 3 years |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | Mar. 16, 2021 | Jan. 25, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||
Proceeds from issuance of series B preferred stock | $ 390,000 | $ 50,000 | ||||
Proceeds from sale of common stock | $ 846,801 | $ 940,000 | ||||
Proceeds from issuance of promissory note | $ 114,500 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from issuance of series B preferred stock | $ 110,000 | |||||
Proceeds from sale of common stock | $ 490,000 |
SUMMARY OF DEFERRED REVENUE (De
SUMMARY OF DEFERRED REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||||
Balance, beginning of period | $ 1,518,163 | $ 953,546 | |||
Deferral of revenue | $ 2,961,749 | $ 2,418,820 | 2,153,640 | 2,961,749 | |
Recognition of deferred revenue | (2,397,132) | (1,494,225) | (2,026,443) | (2,397,132) | |
Balance, end of period | 1,518,163 | 953,546 | 1,645,360 | 1,518,163 | |
Current | 1,478,430 | 728,749 | 1,134,535 | 1,478,430 | |
Non-current | 39,733 | 224,797 | 510,825 | 39,733 | |
Deferred revenue | $ 1,518,163 | $ 953,546 | $ 1,645,360 | $ 1,518,163 | $ 28,951 |
SUMMARY OF WARRANTS ACTIVITY (D
SUMMARY OF WARRANTS ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Warrants Outstanding Beginning balance, Shares | 50,000 | 937 | 34 |
Warrants Outstanding Beginning balance, Weighted Average Exercise Price | $ 20 | $ 982.80 | $ 6 |
Warrants Granted, Shares | 213,164 | 50,165 | 275 |
Warrants Granted, Weighted Average Exercise Price | $ 7.29 | $ 28.40 | $ 3.73 |
Warrants Reset feature, Shares | 183,352 | 628 | |
Warrants Reset feature, Weighted Average Exercise Price | $ 10.20 | $ 1.30 | |
Warrants Exercised, Shares | 9,030 | 19,329 | |
Warrants Exercised, Weighted Average Exercise Price | $ 5.80 | $ 10.20 | |
Warrants Forfeited/canceled, Shares | 165,125 | ||
Warrants Forfeited/canceled, Weighted Average Exercise Price | $ 6.40 | ||
Warrants Outstanding Ending balance, Shares | 50,000 | 937 | |
Warrants Outstanding Ending balance, Weighted Average Exercise Price | $ 20 | $ 982.80 | |
Warrants Exercised, Shares | (9,030) | (19,329) | |
Warrants Forfeited/canceled, Shares | (165,125) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Non-operating loss carryforward | $ 4,014,000 | $ 3,016,000 |
Valuation allowance | (4,014,000) | (3,016,000) |
Net deferred tax asset |
SCHEDULE OF STATUTORY FEDERAL I
SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE LOSSES BEFORE INCOME TAX (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
Loss for the year | $ (974,124) | $ (1,500,140) | $ (4,695,776) | $ (14,254,335) | $ (13,907,185) | $ (607,371) |
Income tax (recovery) at statutory rate | (2,921,000) | (128,000) | ||||
State income tax expense, net of federal tax effect | (270,000) | (12,000) | ||||
Permanent difference and other | 2,201,000 | (1,100,000) | ||||
Change in valuation allowance | 998,000 | 1,240,000 | ||||
Income tax expense per books |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance increase (decrease) | $ 998,000 |
Net operating and economic loss carryforwards | $ 15,754,000 |
Federal income tax rate | 21.00% |
State income tax rate | 2.00% |
Change in effective tax rate | 0.00% |
SUBSEQUENT RETROSPECTIVE STOC_2
SUBSEQUENT RETROSPECTIVE STOCK SPLIT (Details Narrative) - USD ($) | Dec. 01, 2021 | Nov. 18, 2021 | Nov. 15, 2021 | Nov. 08, 2021 | Oct. 27, 2021 | Oct. 19, 2021 | Oct. 04, 2021 | Sep. 28, 2021 | Sep. 27, 2021 | Sep. 22, 2021 | Sep. 10, 2021 | Aug. 30, 2021 | Aug. 24, 2021 | Aug. 23, 2021 | Aug. 18, 2021 | Aug. 13, 2021 | Aug. 05, 2021 | Jul. 30, 2021 | Jul. 28, 2021 | Jul. 16, 2021 | Jul. 12, 2021 | Jul. 07, 2021 | Jul. 02, 2021 | Jun. 10, 2021 | Jun. 02, 2021 | May 21, 2021 | May 13, 2021 | Apr. 28, 2021 | Apr. 23, 2021 | Apr. 22, 2021 | Mar. 30, 2021 | Mar. 24, 2021 | Mar. 16, 2021 | Mar. 15, 2021 | Mar. 05, 2021 | Feb. 25, 2021 | Feb. 24, 2021 | Feb. 23, 2021 | Feb. 19, 2021 | Feb. 12, 2021 | Feb. 10, 2021 | Feb. 09, 2021 | Feb. 08, 2021 | Feb. 03, 2021 | Feb. 02, 2021 | Jan. 27, 2021 | Jan. 25, 2021 | Jan. 06, 2021 | Jan. 25, 2020 | Oct. 14, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 09, 2021 | Apr. 21, 2021 | Apr. 20, 2021 | Dec. 15, 2020 | Nov. 18, 2020 | Aug. 17, 2020 | Apr. 15, 2020 | Mar. 05, 2020 |
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[custom:CommonStockAuthorizedReduction-0] | 1,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock split | common stock in a ratio of 1-for-2,000. The preferred stock of the Company was not changed. The 1-for-2,000 Reverse Stock split was processed by FINRA and became effective at the start of trading on July 1, 2021. As a result of the Reverse Stock Split, every 2,000 shares of the Company’s issued and outstanding common stock, par value $0.001 per share, were converted into one (1) share of common stock, par value $0.001 per share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by 2,000 will have the number of post-Reverse Stock Split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. | not less than 1-for-10 and not more than 1-for-2,000 | 1-for-750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from investor | $ 365,873 | $ 241,942 | $ 299,173 | $ 12,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 832,000 | 832,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | 642,000 | 1,352,250 | 1,502,250 | 676,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from common stock | 846,801 | 940,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | $ 78,263 | $ 8,182,966 | 1,601,521 | 12,512,125 | 14,359,446 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of stock value | $ 390,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,800,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 3,800,000,000 | 1,800,000,000 | 1,800,000,000 | 1,500,000,000 | 750,000,000 | 250,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 114,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 846,801 | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Notes Payable | $ 3,712,775 | 1,168,664 | $ 2,147,996 | $ 215,120 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 309 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 83,336 | 5,968 | 279 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | $ 14 | $ 211 | $ 116 | $ 278 | $ 406 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of shares | 9,802 | 12,535 | 10,446 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation, shares | 625 | 9,793 | 6,218 | 20,575 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 83 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 14,357 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[custom:CommonStockAuthorizedReduction-0] | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[custom:CommonStockAuthorizedReduction-0] | 1,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Auctus Fund, LLC [Member] | Warrant Two Security Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 4.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation, shares | 62,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
One Fourty Four Capital L L C [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 2,643 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 157,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest rate | 9.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 61.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
G S Capital Partners L L C [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 2,642 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 157,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest rate | 900.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 61.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fast Capital L L C [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 3,150 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 157,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest rate | 9.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 61.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Notes Payable | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jefferson Street Capital L L C [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price | $ 3.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 22,222 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments of Financing Costs | $ 8,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Originated in June 2020 One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt converted into common stock value | $ 2,000 | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt converted into common stock shares | 10,383 | 14,112 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 41,775 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of shares | 2,300 | 3,000 | 2,500 | 25,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Geneva Roth Remark Holdings, Inc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 5,375 | 5,300 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of stock value | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 53,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 9,793 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[custom:CommonStockAuthorizedReduction-0] | 1,800,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reduction in authorized common stock | 1,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock split | common stock in a ratio of 1-for-2,000 | not less than 1-for-10 and not more than 1-for-2,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note, Changes in Capital Structure, Retroactive Impact | As a result of the Reverse Stock Split, every 2,000 shares of the Company’s issued and outstanding common stock, par value $0.001 per share, were converted into one (1) share of common stock, par value $0.001 per share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by 2,000 had the number of post-Reverse Stock Split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from common stock | $ 490,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of stock value | $ 110,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,800,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of shares | 35,912 | 18,033 | 18,535 | 7,699 | 6,280 | 8,934 | 3,841 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Decrease in number of common stock shares authorized | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Decrease in number of common stock shares authorized | 1,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Management [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 625 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Advisory Board Member [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 625 | 625 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Originated in June 2020 One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt converted into common stock value | $ 200,000 | $ 120,000 | $ 45,150 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt converted into common stock shares | 20,000 | 17,143 | 6,271 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Warrant [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 8,923 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Quick Capital L L C [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 2,863 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Triton Funds L P [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 13,983 | 20,834 | 20,834 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from common stock | $ 115,144 | $ 250,000 | $ 240,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Maxim Partners L L C [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 10,306 | 10,342 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Triton [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 27,685 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from common stock | $ 332,209 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Auctus Fund, LLC [Member] | Senior Secured Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 282,000 | $ 832,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 250,000 | $ 750,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Auctus Fund, LLC [Member] | Warrant Two Security Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment to purchase of common stock | 55,467 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 4.50 | $ 15 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation, shares | 55,467 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Auctus Fund, LLC [Member] | Security Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment to purchase of common stock | 62,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | G S Capital Partners L L C [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jefferson Street Capital L L C [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 110,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,111 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Mast Hill Fund L.P. [Member] | Originated in June 2020 One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 444,444 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price | $ 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 365,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 161,616 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments of Financing Costs | $ 28,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal Fees | 7,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Debt One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance date | Jan. 8, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price | $ 20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Debt Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance date | Jul. 1, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Granite Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price | $ 20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Finance lease security deposit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance date | Aug. 3, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price | $ 10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Debt Five [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance date | Aug. 24, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price | $ 10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Granite Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 325,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance date | Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price | $ 30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | $ 10,834 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Debt Seven [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance date | Nov. 17, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price | $ 7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | $ 17,143 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Cancellation of share due to settlement of lawsuit, shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 4.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 1,404,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Originated in June 2020 Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt converted into common stock value | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt converted into common stock shares | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt converted into common stock value | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt converted into common stock shares | 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt converted into common stock value | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt converted into common stock shares | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Originated in June 2020 One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt converted into common stock value | $ 30,000 | $ 30,000 | $ 325,000 | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt converted into common stock shares | 24,287 | 20,281 | 10,834 | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ArcMail Technology [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 114,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt description | (i) has a one-time interest charge of five percent (5%); (ii) is due and payable 90-days from issuance; and, (iii) can be converted into shares of the Company’s common stock upon an event of default, at a conversion price equal to the lesser of: (a) $0.01, or (b) 61% multiplied by the average of the two lowest trading prices for our Common Stock during the 20-days prior to the date of the conversion. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Notes Settlement Agreement [Member] | Blue Citi Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 9.99% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement terms | All accrued and unpaid interest under the Blue Citi Notes shall be nullified in full and be deemed to be zero, and no further interest of any amount shall accrue on any of the Blue Citi Notes. The Company shall have no right to prepayment, or any other right to repay in cash, any of the Blue Citi Notes. Similarly, Blue Citi shall have no right to demand cash payment under any of the Blue Citi Notes. Blue Citi shall be limited in its sales of our common stock to a maximum of fifty million (50,000,000) shares each calendar week. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Originated in June 2020 Two [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
principal amount | $ 63,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Sep. 10, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of shares | 6,560 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Purchased Agreement [Member] | Geneva Roth Remark Holdings, Inc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 4,875 | 5,375 | 5,375 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of stock value | $ 45,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 48,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 4,375 | 5,375 | 5,300 | 7,800 | 3,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of shares | 3,375 | 2,000 | 3,300 | 2,000 | 1,800 | 5,300 | 2,060 | 4,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Purchased Agreement [Member] | Geneva Roth Remark Holdings, Inc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 48,750 | 53,750 | 53,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from investor | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of stock value | $ 40,000 | $ 50,000 | $ 50,000 | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of shares | 18,535 | 1,758 |